Girl Scouts San Diego is dramatically escalating its legal battle against its former cookie manufacturer, adding a claim for fraudulent concealment and seeking punitive damages from Ferrero U.S.A. over an alleged behind-the-scenes decision to walk away from the nonprofit's cookie contract while continuing to lead local Girl Scout officials to believe the agreement would be honored.
The amended complaint marks a significant expansion of the federal lawsuit Girl Scouts San Diego filed in March against Ferrero, the Parsippany, NJ-based multinational confectionery company behind Nutella, Tic-Tac, Butterfinger, Ferrero Rocher and numerous candy and snack brands, which operates Girl Scout cookie producer Little Brownie Bakers.
The original lawsuit centered on an alleged breach of a four-year contract that Girl Scouts San Diego says should have remained in effect through the 2025 cookie season. The new allegations go further, accusing Ferrero of knowing since at least late 2023 that it would not perform the final year of the agreement while deliberately withholding that information from the San Diego nonprofit.
"We amended our complaint as a matter of right to add a claim for fraudulent concealment because we believe the evidence supports it," Girl Scouts San Diego CEO Carol Dedrich said Tuesday. "Our amended complaint ensures the claims match the full scope of Ferrero's misconduct, and we intend to pursue every remedy the law allows - including punitive damages - to hold Ferrero accountable."
The litigation is pending in U.S. District Court for the Southern District of California, where Girl Scouts San Diego filed its original complaint on March 3. According to the nonprofit, Girl Scouts San Diego entered into a four-year agreement with Little Brownie Bakers in May 2021 covering the 2022 through 2025 cookie seasons. Ferrero acquired Little Brownie Bakers in 2022, and the arrangement allegedly proceeded normally through the first three seasons.
Then things fell apart. Girl Scouts San Diego alleges that as preparations began for the 2025 cookie season, Little Brownie Bakers demanded that the organization accept a roughly 22% price increase, citing what the original lawsuit described as "hyperinflation of cocoa" and invoking a force majeure provision. The Girl Scouts disputed that interpretation, arguing its contract specifically placed the risk of commodity-price fluctuations on the baker.
According to the original complaint, Ferrero ultimately refused to perform the final year of the existing deal, forcing Girl Scouts San Diego to scramble to secure another supplier with its enormously important 2025 cookie program approaching. Now, the organization alleges that scramble could have been avoided.
The central new allegation is that Ferrero already knew by at least late 2023 that it would not fulfill the 2025 portion of the agreement but failed to disclose that decision. Girl Scouts San Diego claims Ferrero instead affirmatively led the nonprofit to believe the relationship would continue, depriving it of valuable time that could have been used to negotiate a transition to another baker.
That distinction transforms the dispute from an allegation that Ferrero simply broke a contract into a claim that the company intentionally concealed material information before doing so. The allegations remain unproven, and Ferrero has not publicly admitted wrongdoing. When the lawsuit was initially filed in March, a company spokesperson declined to address its substance, citing a policy against commenting on pending litigation.
The stakes were unusually high because selling cookies isn't merely a seasonal fundraiser for the local council. According to the original lawsuit, the cookie program generates more than 70% of Girl Scouts San Diego's organizational revenue.
In 2024, Girl Scouts throughout San Diego and Imperial counties marketed more than 2.3 million packages. The lawsuit says the program generated more than $8.3 million in net revenue that year. After the baker change, the organization says 2025 sales dropped to approximately 2.1 million packages and net revenue fell to roughly $7.2 million - a decline exceeding $1.1 million.
Girl Scouts San Diego ultimately reached an agreement with ABC Bakers, the country's other authorized Girl Scout cookie manufacturer, saving the 2025 cookie season but substantially changing what San Diego customers encountered at cookie booths. The new lineup included familiar cookies under different names alongside varieties that hadn't previously been offered locally, including Caramel deLites, Peanut Butter Patties, Lemonades and Toast-Yay!. Girl Scouts San Diego publicly announced the transition in 2024 and said ABC Bakers would become its new partner for the following season.
The council has since committed to ABC Bakers through at least 2028. But Girl Scouts San Diego alleges the emergency transition came at a substantial cost.
Beyond the decline in overall sales and revenue, the organization says troops earned less money, customers were confused by changes to cookie names and varieties, and its Operation Thin Mint program experienced a decline of more than 21,000 donated packages. Operation Thin Mint sends donated Girl Scout cookies to deployed military personnel and veterans, making the alleged consequences extend beyond the organization itself.
"The consumer confusion was immediate and widespread, which affected girls' experiences and their relationships with customers in San Diego and Imperial counties," Dedrich said.
The nonprofit says the financial disruption also forced an organizational restructuring that eliminated 25 positions - 15 employees who were laid off and another 10 vacant positions that were terminated, according to allegations contained in the original complaint. Girl Scouts San Diego maintains that it remains financially stable, but argues the lost revenue reduced money available for camps, outdoor programs, financial assistance, STEM programming, after-school activities in economically challenged communities and other programs serving local girls.
The amended complaint significantly raises the temperature of a dispute that already pitted one of San Diego's most recognizable nonprofits against an international food conglomerate. A breach-of-contract case generally focuses on whether parties honored the promises contained in an agreement. Fraudulent concealment introduces a different allegation: that one side intentionally withheld an important fact it had a duty to disclose, causing the other party to act to its detriment. Girl Scouts San Diego is now expressly seeking punitive damages in addition to compensation for its alleged losses.
"We've been working diligently for nearly two years to negotiate a resolution with Ferrero," Dedrich said. "Because we teach girls the importance of integrity and business ethics, we were left with no other choice but to file this lawsuit."
The case also presents an unusual look behind the curtain of the Girl Scout Cookie Program, which Girl Scouts describes as the world's largest girl-led entrepreneurial program. Although consumers may primarily associate cookie season with Thin Mints and neighborhood booths, the revenue finances a substantial portion of local Girl Scout operations.
Girl Scouts San Diego currently serves nearly 24,000 girls and adults throughout San Diego and Imperial counties. Its current relationship with ABC Bakers continues, with the organization having successfully launched subsequent cookie seasons under the replacement baker. Ferrero will have an opportunity to contest the new allegations as the federal case proceeds. None of Girl Scouts San Diego's allegations, including the newly asserted claim that Ferrero knowingly concealed its plans, has yet been adjudicated by a court.
Then things fell apart. Girl Scouts San Diego alleges that as preparations began for the 2025 cookie season, Little Brownie Bakers demanded that the organization accept a roughly 22% price increase, citing what the original lawsuit described as "hyperinflation of cocoa" and invoking a force majeure provision. The Girl Scouts disputed that interpretation, arguing its contract specifically placed the risk of commodity-price fluctuations on the baker.
According to the original complaint, Ferrero ultimately refused to perform the final year of the existing deal, forcing Girl Scouts San Diego to scramble to secure another supplier with its enormously important 2025 cookie program approaching. Now, the organization alleges that scramble could have been avoided.
The central new allegation is that Ferrero already knew by at least late 2023 that it would not fulfill the 2025 portion of the agreement but failed to disclose that decision. Girl Scouts San Diego claims Ferrero instead affirmatively led the nonprofit to believe the relationship would continue, depriving it of valuable time that could have been used to negotiate a transition to another baker.
That distinction transforms the dispute from an allegation that Ferrero simply broke a contract into a claim that the company intentionally concealed material information before doing so. The allegations remain unproven, and Ferrero has not publicly admitted wrongdoing. When the lawsuit was initially filed in March, a company spokesperson declined to address its substance, citing a policy against commenting on pending litigation.
The stakes were unusually high because selling cookies isn't merely a seasonal fundraiser for the local council. According to the original lawsuit, the cookie program generates more than 70% of Girl Scouts San Diego's organizational revenue.
In 2024, Girl Scouts throughout San Diego and Imperial counties marketed more than 2.3 million packages. The lawsuit says the program generated more than $8.3 million in net revenue that year. After the baker change, the organization says 2025 sales dropped to approximately 2.1 million packages and net revenue fell to roughly $7.2 million - a decline exceeding $1.1 million.
Girl Scouts San Diego ultimately reached an agreement with ABC Bakers, the country's other authorized Girl Scout cookie manufacturer, saving the 2025 cookie season but substantially changing what San Diego customers encountered at cookie booths. The new lineup included familiar cookies under different names alongside varieties that hadn't previously been offered locally, including Caramel deLites, Peanut Butter Patties, Lemonades and Toast-Yay!. Girl Scouts San Diego publicly announced the transition in 2024 and said ABC Bakers would become its new partner for the following season.
The council has since committed to ABC Bakers through at least 2028. But Girl Scouts San Diego alleges the emergency transition came at a substantial cost.
Beyond the decline in overall sales and revenue, the organization says troops earned less money, customers were confused by changes to cookie names and varieties, and its Operation Thin Mint program experienced a decline of more than 21,000 donated packages. Operation Thin Mint sends donated Girl Scout cookies to deployed military personnel and veterans, making the alleged consequences extend beyond the organization itself.
"The consumer confusion was immediate and widespread, which affected girls' experiences and their relationships with customers in San Diego and Imperial counties," Dedrich said.
The nonprofit says the financial disruption also forced an organizational restructuring that eliminated 25 positions - 15 employees who were laid off and another 10 vacant positions that were terminated, according to allegations contained in the original complaint. Girl Scouts San Diego maintains that it remains financially stable, but argues the lost revenue reduced money available for camps, outdoor programs, financial assistance, STEM programming, after-school activities in economically challenged communities and other programs serving local girls.
The amended complaint significantly raises the temperature of a dispute that already pitted one of San Diego's most recognizable nonprofits against an international food conglomerate. A breach-of-contract case generally focuses on whether parties honored the promises contained in an agreement. Fraudulent concealment introduces a different allegation: that one side intentionally withheld an important fact it had a duty to disclose, causing the other party to act to its detriment. Girl Scouts San Diego is now expressly seeking punitive damages in addition to compensation for its alleged losses.
"We've been working diligently for nearly two years to negotiate a resolution with Ferrero," Dedrich said. "Because we teach girls the importance of integrity and business ethics, we were left with no other choice but to file this lawsuit."
The case also presents an unusual look behind the curtain of the Girl Scout Cookie Program, which Girl Scouts describes as the world's largest girl-led entrepreneurial program. Although consumers may primarily associate cookie season with Thin Mints and neighborhood booths, the revenue finances a substantial portion of local Girl Scout operations.
Girl Scouts San Diego currently serves nearly 24,000 girls and adults throughout San Diego and Imperial counties. Its current relationship with ABC Bakers continues, with the organization having successfully launched subsequent cookie seasons under the replacement baker. Ferrero will have an opportunity to contest the new allegations as the federal case proceeds. None of Girl Scouts San Diego's allegations, including the newly asserted claim that Ferrero knowingly concealed its plans, has yet been adjudicated by a court.
But what started as a disagreement over who would bake San Diego's Girl Scout cookies has now become a considerably more serious accusation: that one of the world's largest confectionery companies knew it intended to break its agreement with a nonprofit serving thousands of local girls, kept that decision secret, and left the organization to deal with the consequences.
Girl Scouts San Diego says it now intends to make Ferrero pay for them.
Originally published on August 11, 2026.
