SIG, Inc. v. AT & T Digital Life, Inc.
971 F. Supp. 2d 1178
S.D. Fla.2013Background
- Plaintiffs SIG (ViSonic), Secure2Ware, and Xanboo dealers ViSonic and Secure2Ware allege Xanboo’s business relationships were terminated after AT&T Teleholdings acquired Xanboo; acquisition occurred between Dec 2010 and Nov 2011, with Xanboo renamed AT&T Digital Life, Inc.
- Plaintiffs allege they became Xanboo dealers in Aug 2010 after dealer offers and an August order; Xanboo later issued a March 2011 termination notice, though plaintiffs claim they never received the referenced agreement.
- AT&T Teleholdings acquired Xanboo, later discontinuing the Xanboo dealer program and directing dealers to transition services; a March 3, 2011 certified letter purportedly terminates the agreement effective July 5, 2011.
- Plaintiffs assert contract, quasi-contract, and statutory claims (Florida Franchise Act, SBOA, FDUTPA) plus negligent misrepresentation and tortious interference against AT&T Defendants and Diamond Defendants.
- Diamond Defendants move to dismiss on individual liability grounds; plaintiffs seek discovery and amendment; the court grants leave to amend after dismissing several counts.
- Court addresses whether a post-facto click-through agreement governs the relationship and whether claims can proceed despite pre-existing relations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the click-through agreement can be considered at Rule 12(b)(6) stage | Plaintiffs did not rely on the click-through agreement; it was not referenced in the complaint | AT&T argues the agreement governs and controls contracts and claims | Click-through agreement not considered at this stage; motion denied re: contract and statutory claims reliant on it |
| Whether unjust enrichment lies where a contract exists | Plaintiffs allege enrichment from building the Xanboo dealer brand | Existence of an express/implied contract bars unjust enrichment | Unjust-enrichment claim dismissed against AT&T Defendants |
| Whether Diamond Defendants can be liable on contract/quasi-contract claims | Claims against Diamonds individually based on corporate acts | Officers not liable absent personal contract or piercing corporate veil | Counts I–V dismissed against Diamond Defendants; leave to amend for plausible individual liability |
| Whether Florida Franchise Act claims can be asserted against Diamond Defendants | Defendants allegedly misrepresented franchise prospects | Personal participation not pleaded; no plausible individual misrepresentations | FFA claims dismissed as to James and Robert Diamond; also insufficient as to William Diamond |
| Whether FDUTPA/SBOA/other statutory claims against Diamond Defendants survive | Claims against Defendants for regulatory violations and unfair practices | Individual liability not shown; misrepresentation reliance issues | SBOA and FDUTPA claims dismissed against Diamond Defendants; SBOA jurisdictional issue addressed; Plaintiffs may amend |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. Supreme Court 2007) (pleading standard requires plausibility; prevents bare accusations)
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. Supreme Court 2009) (requires plausible claims; weighs factual content)
- Fin. Sec. Assurance, Inc. v. Stephens, Inc., 500 F.3d 1276 (11th Cir. 2007) (Rule 12(b)(6) standard; review of attachments limited)
- Brooks v. Blue Cross & Blue Shield of Fla., Inc., 116 F.3d 1364 (11th Cir. 1997) (alternative means to plead Rule 9(b) specificity exists)
- KC Leisure, Inc. v. Haber, 972 So.2d 1069 (Fla. 2008) (personal participation required for corporate-officer liability under FT Act/FDUTPA)
- Aboujaoude v. Poinciana Dev. Co. II, 509 F.Supp.2d 1266 (S.D. Fla. 2007) (FDUTPA individual liability requires active participation)
- McGee v. JP Morgan Chase Bank, NA, 520 Fed.Appx. 829 (11th Cir. 2013) (negligent misrepresentation sounds in fraud; Rule 9(b) specificity required)
- Wright v. Emory, 41 So.3d 290 (Fla. 4th DCA 2010) (FDUTPA causation element considerations)