Global Cash Network, Inc. v. Worldpay, US, Inc.
148 F. Supp. 3d 716
N.D. Ill.2015Background
- Global Cash, an Illinois ATM and card-processing company, alleges Worldpay underpaid referral fees under a series of referral agreements dating from 2003, 2008, and 2014 and discovered shortfalls going back to at least 2004.
- Global Cash also alleges a separate embezzlement scheme by its employee Nicole Noelte (≈$700,000) who changed ATM routing so funds went to her account; Global Cash contends Worldpay’s security failures enabled the scheme.
- Global Cash sued Worldpay asserting multiple theories: breach of contract (Count I), conversion (Count II), accounting (Count III), unjust enrichment (Count IV), negligence (Count V), and aiding and abetting breach of fiduciary duty (Count VI).
- Worldpay moved to dismiss under Rule 12(b)(6); the court applied Twombly/Iqbal plausibility standards and accepted well-pleaded facts as true but rejected conclusory allegations.
- Court held (1) breach-of-contract claims for conduct before June 12, 2009 are time-barred, and (2) Counts II–IV, V, and VI were dismissed in full for the reasons below.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Statute of limitations on breach claims | Breach claims span back to 2004; some contracts allegedly under seal (longer SOL) | Six-year statute (Georgia) applies; older claims time-barred | Court: Claims before June 12, 2009 dismissed; seal argument previously rejected |
| Conversion for withheld referral fees | Worldpay wrongfully retained payments due to Global Cash | Money owed under contract is fungible; conversion improper for contractual money | Dismissed: money under contract not subject to conversion remedy |
| Equitable accounting to determine owed amounts | An accounting is necessary because records are complex and only Worldpay can provide them | Legal remedy (contract damages and discovery) is adequate; equity not warranted | Dismissed: accounting unavailable where legal remedy suffices |
| Negligence for failing to prevent embezzlement | Worldpay’s inadequate security caused non-economic harms (liquidity spiral, other breaches) | Economic-loss rule bars negligence recovery for purely economic harms | Dismissed: plaintiff pleaded no concrete non-economic injury; economic-loss doctrine applies under Illinois/Georgia law |
| Aiding & abetting (concert/Section 876) | Worldpay knew or should have known Noelte shouldn’t switch routing and substantially assisted her | No allegation Worldpay knew of or agreed with Noelte or substantially assisted a tort; no joint enterprise | Dismissed: no alleged knowledge/agreement or substantial assistance; Section 876(c) inapplicable here |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleading)
- Ashcroft v. Iqbal, 556 U.S. 662 (further shaping Twombly plausibility framework)
- McCauley v. City of Chicago, 671 F.3d 611 (7th Cir.) (plaintiff must supply factual detail to present a coherent story)
- Moorman Mfg. Co. v. Nat’l Tank Co., 91 Ill.2d 69 (Ill. 1982) (economic-loss doctrine bars recovery in negligence for purely economic harm)
- Gen. Elec. Co. v. Lowe’s Home Centers, 279 Ga. 77 (Ga. 2005) (Georgia’s economic-loss rule limits tort recovery for contractual economic losses)
- Decatur Auto Ctr. v. Wachovia Bank, N.A., 276 Ga. 817 (Ga. 2003) (conversion does not lie for mere failure to pay contractual money)
- Thornwood, Inc. v. Jenner & Block, 344 Ill.App.3d 15 (Ill. App.) (elements for aiding and abetting require knowing, substantial assistance)