RL Liquidators LLC v. Amazon.com Services LLC
2:24-cv-02096
| W.D. Wash. | Jul 15, 2025Background
- RL Liquidators LLC (RL), a large California-based liquidator, contracted with Amazon to buy surplus inventory, formalizing their arrangement through two agreements, the second of which superseded the first in September 2022.
- RL alleges Amazon systematically overcharged it by sending fraudulent or misleading invoices, charging inflated prices, and billing for merchandise not delivered.
- Amazon invoked contractual waivers and the dispute resolution process, asserting any pricing disputes had to be raised and resolved under this process.
- RL sought damages for alleged overcharges and brought several claims: breach of contract, breach of implied duty of good faith and fair dealing, violations of the Washington Consumer Protection Act (WCPA), and California’s Unfair Competition Law (UCL).
- Amazon moved to dismiss the complaint for failure to state a claim; the Court addressed whether RL had sufficiently pleaded its claims and compliance with contractual requirements.
- The Court granted RL leave to amend most dismissed claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of Contract: Pricing/Invoices | Amazon overcharged and failed to credit RL for valid disputes. | RL waived pricing claims not raised via dispute process; contractual waivers bar claims. | RL stated a claim only for the January 2021 invoice; rest dismissed, leave to amend. |
| Breach of Implied Duty of Good Faith | Amazon unfairly inflated prices and delivered hazardous materials. | Contract terms govern; no facts pled about unfair handling of disputes per contract. | Dismissed for lack of specific allegations; leave to amend. |
| Washington Consumer Protection Act | Amazon's conduct was unfair and deceptive, harming RL's business. | RL could’ve avoided harms via contract's disputes process; no public interest impact. | Dismissed for inadequate pleading; leave to amend. |
| California Unfair Competition Law | Amazon’s conduct was unlawful, unfair and fraudulent. | RL failed to plead statutory violations or provide notice of relevant facts. | Dismissed for inadequate pleading; leave to amend. |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (pleading standard for plausibility)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (defining plausibility standard)
- Hangman Ridge Training Stables, Inc. v. Safeco Title Ins. Co., 719 P.2d 531 (setting out WCPA elements)
- Klem v. Washington Mut. Bank, 295 P.3d 1179 (defining unfair or deceptive act under WCPA)
- Badgett v. Sec. State Bank, 807 P.2d 356 (on duty of good faith and fair dealing)
- Univ. of Washington v. Gov’t Emps. Ins. Co., 404 P.3d 559 (elements of breach of contract)
- Greenberg v. Amazon.com, Inc., 553 P.3d 626 (substantial injury test under WCPA)
- Shields v. Fred Meyer Stores Inc., 741 F. Supp. 3d 915 (defining deceptive practices under WCPA)
- Rekhter v. State, Dep’t of Soc. & Health Servs., 323 P.3d 1036 (good faith limits on contract discretion)
- Warner v. Design & Build Homes, Inc., 114 P.3d 664 ("as is" clauses as warranty disclaimers)