594 F. App'x 606
11th Cir.2015Background
- HLG bought Time Matters software in 2007, agreed to the accompanying EULA, and paid a one-time licensing fee (OTLF).
- HLG purchased supplementary telephonic technical support (STTS) in 2008.
- In 2009 LexisNexis changed policy requiring all customers to maintain an Annual Maintenance Plan (AMP); HLG missed the deadline and paid a reinstatement fee when it later purchased the AMP.
- HLG sued Lexis, alleging breach of the EULA and the STTS and unjust enrichment; the district court dismissed under Fed. R. Civ. P. 12(b)(6).
- The court of appeals reviewed the dismissal de novo and considered contract interpretation and pleading sufficiency under Ashcroft v. Iqbal and Twombly.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 2007 EULA permits Lexis to charge additional fees for technical support | EULA’s phrase "additional cost" applies only to version upgrades, so Lexis cannot charge extra for technical support | EULA reserves Lexis’s discretion to offer technical support on its terms and limits included support to 30 days for installation, implying extra fees are permitted | Court held EULA allowed Lexis to charge additional amounts for technical support |
| Whether unjust enrichment claim can proceed despite express contract | HLG contends unjust enrichment survives because Lexis acted in bad faith or fraudulently | Lexis argues express contract bars unjust enrichment absent fraud/illegality/bad faith; HLG pleaded only conclusory allegations | Court held unjust enrichment dismissed for failure to plead nonconclusory facts showing fraud or bad faith |
| Whether breach-of-STTS claim was pleaded with sufficient specificity | HLG contends detailed attachment not required at pleading stage | Lexis contends plaintiff must plead and attach the specific contract language allegedly breached | Court held STTS claim dismissed for failure to identify or attach the contract terms as required under Iqbal/Twombly and applicable contract-law precedents |
| Standard of review on dismissal and contract interpretation | (procedural) | (procedural) | Court applied de novo review to both the Rule 12(b)(6) dismissal and contract interpretation |
Key Cases Cited
- Mills v. Foremost Ins. Co., 511 F.3d 1300 (11th Cir. 2008) (Rule 12(b)(6) dismissal reviewed de novo)
- Gibbs v. Air Canada, 810 F.2d 1529 (11th Cir. 1987) (contract interpretation is a question of law reviewed de novo)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (complaint must plead sufficient factual matter to state a plausible claim)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (plausibility pleading standard)
- Urban Assocs., Inc. v. Standex Elecs., Inc., [citation="216 F. App'x 495"] (6th Cir. 2007) (express contract bars unjust enrichment absent fraud, illegality, or bad faith)
- Harris v. Am. Postal Workers Union, 198 F.3d 245 (6th Cir. 1999) (plaintiff must present actual contract terms to advance written-contract breach claim)
- Northampton Restaurant Grp., Inc. v. FirstMerit Bank, N.A., [citation="492 F. App'x 518"] (6th Cir. 2012) (failure to attach or cite specific contract language can doom a breach claim under Iqbal/Twombly)