Lange Fresh Sales, Inc. v. Louisiana Fresh Fruits and Vegetables, LLC et al

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
ORDER & REASONS
Before the Court is an application for a temporary restraining order or, alternatively, for a
preliminary injunction filed by plaintiff Lange Fresh Sales, Inc. (“Lange”).1 Having considered
Lange’s memorandum, the complaint, the record, and the applicable law, the Court grants the
application for a temporary restraining order and defers ruling on the application for a preliminary
injunction until the defendants have had an opportunity to respond.
I. 	BACKGROUND
This action arises out of alleged violations of the Perishable Agricultural Commodities Act
(“PACA”), 7 U.S.C. §§ 499a-499t.2 	In relevant part, Lange seeks enforcement of the trust
provisions in 7 U.S.C. § 499(e),3 which mandate “that buyers of perishable agricultural
commodities must hold receivables or proceeds from the sale of those commodities in trust for the
benefit of all unpaid sellers ‘until full payment of the sums owing in connection with such
transactions has been received’ by the sellers.” Matter of Delta Produce, L.P., 845 F.3d 609, 619
(5th Cir. 2016) (quoting 7 U.S.C. § 499e(c)(2)).
1 R. Doc. 3.
2 R. Doc. 1 at 1.
3 Id. at 3-5 (“Pursuant to the statutory trust provisions of PACA [7 U.S.C. §499e(c)(1)-(4)], Plaintiff is
informed and believes and thereon alleges that Plaintiff has performed and fulfilled all duties required to preserve its
trust benefits in the undisputed principal amount of $438,619.95, plus finance charges, attorneys’ fees and costs.”)
(quote at 5).
LANGE FRESH SHALES, INC.
VERSUS
LOUISIANA FRESH FRUITS AND
VEGETABLES, LLC, et al.
CIVIL ACTION
NO. 26-275
SECTION M (1)
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Lange’s complaint alleges that several entities and individuals, all of whom are affiliated,
had knowledge of the PACA trust and trust assets involved in this lawsuit, were responsible for
daily management and control of the produce-purchasing entities Louisiana Fresh Fruits and
Vegetables, LLC (“LFFV”) and Louisiana Fresh Produce, LLC (“LFP”), and were statutory
trustees under PACA.4 Lange’s complaint names three defendants to which it refers as “corporate
defendants”: LFFV, LFP, and QPC Property, LLC (“QPC”).5 	It also names five “individual
defendants”: Stephen Kelley Cusimano, James Falter, Nicolas Cusimano, David Cusimano, and
Lucas Cuccia.6 	Lange says all of the individual defendants are officers, directors, members,
managers, shareholders, and/or owners of each of the corporate defendants.7 Lange further alleges
a unity of interest and ownership between LFFV, LFP, and QPC (the “corporate defendants”) for
four reasons: (1) the corporate defendants are each owned, managed, and controlled by the
individual defendants; (2) the corporate defendants all trade and conduct business under the name
“Louisiana Fresh Produce”; (3) the corporate defendants each has the same business address; and
(4) QPC is the title owner of the corporate defendants’ business location.8
Lange’s complaint alleges that it sold and shipped perishable agricultural commodities to
“the [LFFV] and the Corporate Defendants, as alter-egos,” in a series of transactions between
October 28, 2025, and January 5, 2026.9 At or around the date of each transaction, Lange says it
sent LFFV invoice for the transaction.10 	According to Lange, in the months preceding the
complaint, LFFV failed or refused to pay amounts due under its invoices despite repeated demands
4 Id. at 2-3.
5 Id. at 2.
6 Id. at 2-3.
7 Id.
8 Id. at 4-5.
9 Id. at 6.
10 Id.
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by Lange.11 Lange submits that, as of the date of its complaint, LFFV has an outstanding balance
of $438,619.95.12
Lange’s lawsuit asserts eight causes of action: (1) a breach-of-contract claim against the
corporate defendants;13 (2) a claim against all defendants for the enforcement of the statutory trust
provisions of PACA;14 (3) a claim against the corporate defendants for violation of PACA’s
requirement to account and pay promptly;15 (4) a claim against the individual defendants for breach
of fiduciary duty;16 (5) a claim against QPC for receipt of PACA trust assets;17 (6) a claim against
all defendants for declaratory relief;18 (7) a claim against QPC for constructive trust against real
property;19 and (8) a claim against the corporate defendants for injunctive relief.20
On February 6, 2026, the same day it filed its complaint, Lange filed an application for a
temporary restraining order or, in the alternative, for a preliminary injunction, seeking to prevent
the defendants from further dissipating the trust assets and to require the defendants to release or
otherwise set aside the amounts owed to Lange, pending a final judgment on Lange’s claims.21
II. 	LAW & ANALYSIS
A. Legal Standard
Federal Rule of Civil Procedure Rule 65 provides that “[t]he court may issue a temporary
restraining order without written or oral notice to the adverse party or its attorney only if: (A)
specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable
11 Id. at 4-6.
12 Id. at 6.
13 Id.
14 Id. at 6-7.
15 Id. at 8.
16 Id. at 8-10.
17 Id. at 10-11.
18 Id. at 11-12.
19 Id. at 12-13.
20 Id. at 13-15.
21 R. Doc. 3-7 at 7.
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injury, loss, or damage will result to the movant before the adverse party can be heard in
opposition; and (B) the movant’s attorney certifies in writing any efforts made to give notice and
the reasons why it should not be required.” Fed. R. Civ. P. 65(b)(1). 	A preliminary injunction
cannot be granted unless notice of the motion has been provided to the opposing party. Fed. R.
Civ. P. 65(a)(1).
The movant for a temporary restraining order, like an applicant for a preliminary
injunction, must show: (1) a substantial likelihood that the movant will prevail on the merits; (2)
a substantial threat that the movant will suffer irreparable injury if the restraining order is not
granted (i.e., that there is no adequate remedy at law); (3) the movant’s threatened injury outweighs
the threatened harm to the party whom the movant seeks to enjoin; and (4) that granting the request
for a temporary restraining order will not disserve the public interest. 	See PCI Transp., Inc. v.
Fort Worth & W. R.R. Co., 418 F. 3d 535, 545 (5th Cir. 2005). Injunctive relief, whether in the
form of a temporary restraining order or a preliminary injunction, “is an extraordinary remedy
which should not be granted unless the party seeking it has clearly carried the burden of persuasion
on all four requirements.” Martono-Chai v. Williams, 2025 WL 974251, at *1 (E.D. La. Apr. 1,
2025) (citing Ridgely v. Fed. Emergency Mgmt. Agency, 512 F.3d 727, 734 (5th Cir. 2008)).
B. Temporary Restraining Order
1. 	Likelihood of Success on the Merits
Lange seeks a temporary restraining order that would, in sum, “(a) prevent Louisiana Fresh
and QPC from further dissipating the trust assets, and (b) require Louisiana Fresh and QPC to
release or otherwise set aside the amounts owed to Plaintiff pending final adjudication of the
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complaint on file herein.”22 Therefore, Lange must show a likelihood of success on its PACA trust
claims and its breach-of-contract claim.
a. 	PACA Claims
Produce, due to its short lifespan, is “a risky business.” Delta Produce, 845 F.3d at 612.
“Congress thus enacted PACA in 1930 to regulate and ‘promote fair dealing in the sale of fruits
and vegetables,’ in part by making it a violation of federal law for buyers of perishable
commodities to ‘fail to make full payment promptly’ to sellers.” Id. (quoting Reaves Brokerage
Co. v. Sunbelt Fruit & Vegetable Co., 336 F.3d 410, 413 (5th Cir. 2003) (alterations and internal
citation omitted)). PACA, as amended by Congress in 1984,
requir[es] buyers – often brokers that purchase the produce from farmers and then
sell it to grocery stores or restaurants – to hold either the produce or all proceeds or
accounts receivable from a subsequent sale of the produce in trust for the benefit of
unpaid suppliers until “full payment of the sums owing in connection with such
transactions has been received by” the supplier.
Id. (quoting 7 U.S.C. § 499e(c)(2)). 	When a dealer accepts the goods, the trust arises
automatically, so long as the seller complies with the notice requirements set forth in 7 U.S.C. §
499(e)(c) and 7 C.F.R. § 46.46(f). See CF Trade, LLC v. Duse Exports, LLC, 2025 WL 1549460,
at *2 (S.D. Tex. May 30, 2025) (citing 7 U.S.C. § 499e(c)(2)).
A plaintiff seeking recovery under PACA’s trust provisions must show “‘that it is a trust
beneficiary, and that a PACA trust was formed.’” 	Sunny Produce & Brokerage, LLC v. Sasita
Produce, LLC, 2025 WL 2379766, at *2 (S.D. Tex. Aug. 15, 2025) (quoting CF Trade, 2025 WL
1549460, at *2). To show a trust has been formed, the plaintiff must show by a preponderance of
the evidence that:
1) the goods sold were perishable agriculture commodities;
2) the purchaser was a commission merchant, a dealer, or broker;
3) the transaction occurred in interstate or foreign commerce;
22 R. Doc. 3-7 at 7.
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4) the seller has not received full payment;
5) the seller preserved its trust rights by giving the purchaser written notice; and
6) the payment terms did not exceed PACA’s statutory limits.
Id. (citing CF Trade, 2025 WL 1549460, at *2); see also Mirasoles Produce USA, LLC v.
TALYGAP Produce, Inc., 2022 WL 1165151, at *3 n.30 (S.D. Tex. Apr. 20, 2022) (collecting
cases in support of elements showing PACA trust formation).
Lange has provided sufficient evidence to show its ability to satisfy each element. First,
both the declaration of its Vice President, Paul Bertrand, and the invoices Lange provided in
support of its application show that the produce at issue was perishable agricultural commodities.23
Second, Lange included evidence that LFP was licensed under PACA, which indicates that the
purchaser was a commission merchant, dealer, or broker.24 	See Sunny Produce, 2025 WL
2379766, at *2. Third, there is sufficient evidence in Bertrand’s declaration that the transaction
occurred in interstate or foreign commerce – specifically, that the goods were shipped from
California or Mexico to Louisiana.25 Fourth, Bertrand’s declaration, along with emails between
Bertrand and Danielle Romaguera, an LFP employee, provide sufficient evidence that Lange has
not received full payment from LFP.26 Fifth, the invoices also show that Lange preserved its trust
rights by giving LFP, the purchaser, written notice because each invoice included the statutory-
trust language.27 Sixth and finally, the payment terms did not exceed PACA’s statutory limits, as
the invoice specified that full payment was due within 10 days, which complies with PACA’s
maximum payment period.28 See 7 C.F.R. §§ 46.46(e)(2), 46.2(aa)(5); Sunny Produce, 2025 WL
2379766, at *3 (finding that, where payment was due within 10 days of the purchaser’s acceptance
23 R. Docs. 4 at 2; 3-3 at 2 (indicating sale of broccoli, brussels sprouts, celery, cabbage, fennel, kale, leeks,
lettuces, fennel, parsley, and other perishable produce).
24 R. Doc. 3-2 at 2.
25 R. Doc. 4 at 3.
26 R. Doc. 3-6 at 2.
27 See, e.g., R. Doc. 3-3 at 2 (including the statutory-trust language at the bottom of the invoice).
28 Id.
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of the produce, the payment terms did not exceed PACA’s statutory limits); Mirasoles, 2022 WL
1165151, at *3 (same). As a result, Lange has shown a likelihood of success on the merits of its
PACA claims.
b. 	Breach-of-Contract Claims
Lange also asserts a breach-of-contract claim against the corporate defendants.29 Lange is
a Missouri resident and alleges that the defendants are all residents of Louisiana.30 	There is
evidence that the invoices were sent from a Texas address associated with Lange’s company.31 As
a result, it is unclear whether Texas, Louisiana, or Missouri contract law might apply. Even so,
there is sufficient evidence that Lange has shown a likelihood of success on the merits of a breach-
of-contract claim regardless of the applicable law.
The elements of a breach-of-contract claim in Louisiana are “1) defendant owed [plaintiff]
an obligation; 2) defendant failed to perform the obligation; and 3) defendant’s failure to perform
resulted in damage to the plaintiff.” Stipp v. MetLife Auto & Home Ins. Agency, Inc., 225 So. 3d
1182, 1189 (La. App. 2017). And in Texas and Missouri, a breach-of-contract claim requires (1)
a valid contract, (2) performance by the plaintiff, (3) breach by the defendant, and (4) damages to
the plaintiff as a result of the breach. Atrium Med. Ctr., LP v. Houston Red C LLC, 546 S.W.3d
305, 311 (Tex. Ct. App. 2017); Bell v. Shelter Gen. Ins. Co., 701 S.W.3d 614, 618 (Mo. 2024) (en
banc).
Both Bertrand’s declaration and the invoices show there was a valid contract between
Lange and LFP, in which LFP undertook an obligation to pay Lange for produce.32 There is also
evidence that LFP failed to perform the obligation, or, in other words, breached the contract, even
29 R. Doc. 1 at 6.
30 Id. at 1-3.
31 R. Doc. 3-3 at 2.
32 R. Docs. 4 at 3; 3-3.
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though Lange performed.33 Finally, because the breach of contract was a failure to pay, there is
evidence that Lange suffered damages as a result of LFP’s breach in the form of lost income.34 As
a result, regardless of which state’s substantive law applies, Lange has shown a likelihood of
success on the merits of its breach-of-contract claim.
2. 	Substantial Threat of Irreparable Injury
An injury is irreparable if it cannot be adequately compensated by money damages. Dennis
Melancon, Inc. v. City of New Orleans, 703 F.3d 262, 279 (5th Cir. 2012). 	However, several
district courts within the Fifth Circuit have held that threatened dissipation of a PACA trust
constitutes irreparable harm. See, e.g., Rio Vista Ventures, LLC v. Valvilla Produce, LLC, 2020
WL 8300522, at *3 (S.D. Tex. Nov. 4, 2020); Sunny Produce, 2025 WL 2379766, at *3-4; CF
Trade, 2025 WL 1549460, at *4; see also Tanimura & Antle, Inc. v. Packed Fresh Produce, Inc.,
222 F.3d 132, 139 (3d Cir. 2000) (“We conclude that an adequate remedy at law does not exist,
and that injunctive relief to prevent dissipation of PACA trust assets may issue, when it is shown
that the trust is being depleted and the likelihood is great that there will be no funds available to
satisfy a legal judgment against the delinquent buyer.”); Frio Ice, S.A. v. Sunfruit, Inc., 918 F.2d
154, 159 (11th Cir. 1990) (“[O]nce the trust is dissipated it is almost impossible for a beneficiary
to obtain recovery.”).
In this case, communications between Bertrand and Romaguera indicate that LFP was
routinely behind on paying its invoices and imply that LFP could not afford to pay both its
employees and its invoice to Lange.35 Further, Bertrand’s declaration contains evidence that LFP
is experiencing financial difficulties.36 	Therefore, Lange has shown likely or threatened
33 R. Docs. 4 at 3; 3-6 at 4 (referencing past due balances of LFP).
34 R. Doc. 4 at 5.
35 R. Doc. 3-6 at 1-5.
36 R. Doc. 4 at 3-4.
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dissipation of the alleged PACA trust and, thus, a substantial threat of irreparable injury.37 See
Rio Vista Ventures, 2020 WL 8300522, at *3.
3. 	The Balance of Harms
“When a PACA trust is threatened with dissipation, the balance of harms favors the unpaid
trust beneficiaries.” Sunny Produce, 2025 WL 2379766, at *4; CF Trade, 2025 WL 1549460, at
*4; Rio Vista Ventures, 2020 WL 8300522, at *3. “The injunctive relief only requires Defendants
to do that which they are required to do under the [PACA] statute, i.e., maintain the trust required
by statute and pay for the undisputed portion of the produce.” Grupo Empaque Roquin S.A. de
C.V. v. Empire Produce USA LLC, 2012 WL 12873755, at *3 (S.D. Tex. Mar. 19, 2012)). As a
result, restraining LFP from dissipating assets it is statutorily required to hold in trust does not
threaten any harm. However, the harm that Lange might incur if LFP dissipates assets that must
be used to repay LFP’s outstanding debt to Lange is substantial. As a result, the threatened harm
to Lange outweighs the threatened harm to the defendants.
4. 	The Public Interest
PACA’s trust provision “is intended to remedy [the] burden on commerce in perishable
agricultural commodities and to protect the public interest.” 	7 U.S.C. § 499e(c)(1). 	Therefore,
enforcing the trust provision is necessarily in the public interest. See Sunny Produce, 2025 WL
2379766, at *5 (finding that an order restraining the dissipation of PACA trust assets was in the
public interest because “[p]rotecting sellers’ rights and ensuring prompt payment for perishable
commodities reflects Congress’s policy judgment”).
37 The Court pauses here to note that Lange’s attorney has certified the efforts made to give notice to the
defendants in this case, which included by telephone, mail, and e-mail. See R. Doc. 6. But even assuming that the
attorney’s efforts to provide notice were fruitless, the Court finds that there is good cause for the order to issue without
notice to the defendants for the reasons given in its analysis on immediate and irreparable injury.
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5. 	Bond
Pursuant to Rule 65(c), courts generally must obtain security from the movant “in an
amount that the court considers proper” prior to issuing a temporary restraining order. 	Fed. R.
Civ. P. 65(c). 	A district court has discretion under Rule 65(c) “‘to require no security at all.’”
A.T.N. Indus., Inc. v. Gross, 632 F. App’x 185, 192 (5th Cir. 2015) (quoting Kaepa, Inc. v. Achilles
Corp., 76 F.3d 624, 628 (5th Cir. 1996)). The Court finds, in this case, that the PACA trust assets
are sufficient security and will not require any additional security from Lange prior to issuing the
temporary restraining order.
C. Preliminary Injunction
By rule, a Court cannot issue a preliminary injunction unless the adverse party has received
notice of the application. 	Although Lange’s attorney has certified her attempts to notify all
defendants of the present application, there is no evidence that the defendants have been served
with Lange’s complaint or with the application. 	As a result, the Court will defer ruling on the
request for a preliminary injunction until the defendants receive notice and have an opportunity to
respond.
III. 	CONCLUSION
Accordingly, for the foregoing reasons,
IT IS ORDERED that Lange’s application for a temporary restraining order (R. Doc. 3) is
GRANTED.
IT IS FURTHER ORDERED that defendants Louisiana Fresh Fruits and Vegetables, LLC,
Louisiana Fresh Produce, LLC, and QPC Property, LLC (“Defendants”) are enjoined from taking
any action whatsoever which causes or has the effect of causing the dissipation, or which otherwise
dissipates, Lange Fresh Sales, Inc.’s beneficial interests in the PACA trust. 	Toward that end,
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Defendants shall deposit into the Registry of this Court the sum of $438,619.95, which represents
Lange Fresh Sales, Inc.’s beneficial interests in the PACA trust. Until such time, or until further
Order from this Court, Defendants are directed not to pay, withdraw, transfer, assign, or sell any
and all existing PACA trust assets or otherwise dispose of corporate assets to any creditors,
persons, or entities.
IT IS FURTHER ORDERED that, if defendants Louisiana Fresh Fruits and Vegetables,
LLC, Louisiana Fresh Produce, LLC, and QPC Property, LLC fail to deposit into the Registry of
this Court the sum of $438,619.95 in full within three (3) business days of the entry of this Order,
they must account to the Court and to counsel for Lange Fresh Sales, Inc. for all accounts
receivable, accounts payable, equipment, inventory, and all other assets subject to the PACA trust
and the regulations promulgated thereunder. 	In furtherance of such an accounting, the Court
hereby directs any banking institution holding funds for Defendants to turn over to Lange’s counsel
any statements, signature cards, and other documents relating to or regarding any of Defendants’
accounts at such banking institutions within five (5) days of receipt of this Order. This Order will
be binding upon the parties to this action, their officers, agents, servants, employees, banks, or
attorneys and all other persons or entities who receive actual notice of this Order by personal
service or otherwise. In this regard, Defendants shall serve a copy of this Order on all financial
institutions with which they do or may do any business, and any other entity that is or may be
holding any assets for or on behalf of Defendants.
IT IS FURTHER ORDERED that Defendants shall not take any other action whatsoever
which violates 7 U.S.C. § 499(c)(1)-(4) or 7 U.S.C. § 499b(4).
IT IS FURTHER ORDERED that, because Defendants already possess $438,619.95 of
PACA trust assets which is Lange’s property, the bond in this matter is hereby set at $0.00.
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IT IS FURTHER ORDERED that this temporary restraining order shall remain in effect
for fourteen days unless dissolved or extended for good cause by this Court.
IT IS FURTHER ORDERED that the Court DEFERS ruling on Lange’s application for a
preliminary injunction until such time as all named defendants have an opportunity to respond. A
briefing schedule on the application for a preliminary injunction, and a hearing, if necessary, will
be set after all defendants receive notice of the application.
IT IS FURTHER ORDERED that, upon receipt of this Order, counsel for Lange Fresh
Sales, Inc., shall immediately provide a copy of this Order to all named defendants in this action.
New Orleans, Louisiana, this 10th day of February, 2026.
________________________________
BARRY W. ASHE
UNITED STATES DISTRICT JUDGE
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