Case Information
UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE
RL LIQUIDATORS LLC, a California CASE NO. 2:24-cv-02096-JHC limited liability company,
SEALED ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S Plaintiff, MOTION TO DISMISS v.
AMAZON.COM SERVICES, LLC, a Delaware limited liability company,
Defendant. I
I NTRODUCTION
This matter comes before the Court on Defendant Amazon.com Services, LLC’s Motion to Dismiss. Dkt. # 15. The Court has reviewed the materials filed in support of and in opposition to the motion, the record, and the governing law. Being fully advised, and for the reasons below, the Court GRANTS in part and DENIES in part the motion. And the Court grants RL leave to amend its complaint.
II 1 B ACKGROUND
2 The Court takes as true the facts alleged in the complaint. See Ashcroft v. Iqbal , 556 U.S. 3 662, 678 (2009).
4 Plaintiff RL Liquidators, LLC, based in California, is one of the largest liquidation 5 companies in the Western United States. Dkt. # 13 at 3, ¶ 10. It purchases and transports unsold 6 inventory from large retailers. On July 6, 2021, RL entered an agreement (effective June 28, 7 2021) with Amazon, one of the largest retailers in the world, to purchase liquidation merchandise. Id. at 2, 3–4, ¶¶ 6, 11. On November 8, 2022, the parties entered another agreement (the Agreement) (effective September 15, 2022), Dkt. # 16 (Exhibit A), that superseded the prior one.
As detailed further below, RL alleges that Amazon breached the Agreement by “routinely send[ing] RL fraudulent and misleading invoices for loads that RL did not take, items that Amazon did not place on RL’s trucks, and inflat[ing] prices for Liquidation Merchandise that did not represent Amazon’s true cost of goods sold.” Dkt. # 13 at 5, ¶ 16. On May 6, 2024, Amazon terminated the Agreement and demanded payment of invoices related to liquidation merchandise. Id. at 12, ¶ 46. RL estimates that it has incurred millions of dollars in overcharges due to issues with the invoices. Id. at 12, ¶ 47.
RL brings four claims: (1) breach of contract; (2) breach of implied duty of good faith and fair dealing; (3) violation of the Washington Consumer Protection Act (WCPA), RCW 19.86 et seq. ; and (4) violation of California’s Unfair Competition Law (UCL), Cal. Bus. & Prof. Code § 17200 et seq. Amazon moves to dismiss for failure to state a claim. Dkt. # 15. III
D ISCUSSION In reviewing a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the Court takes all well-pleaded factual allegations as true and determines whether the complaint “state[s] a claim to relief that is plausible on its face.” Iqbal , 556 U.S. at 678 (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Although the Court draws all reasonable inferences in favor of RL, the Court is not “required to accept as true allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable inferences.” Sprewell v. Golden State Warriors , 266 F.3d 979, 988 (9th Cir. 2001). The Court may grant leave to amend a dismissed claim when it is possible that the claim can be cured with additional factual allegations. Ebner v. Fresh, Inc. , 838 F.3d 958, 963 (9th Cir. 2016).
A. Breach of Contract
RL brings a breach of contract claim as to several invoices that it disputed through the Agreement’s dispute process. The Court concludes that RL states a claim as to only one of these disputed invoices.
“In a breach of contract action, the plaintiff must prove that a valid agreement existed between the parties, the agreement was breached, and the plaintiff was damaged.” Univ. of Washington v. Gov’t Emps. Ins. Co. , 404 P.3d 559, 566 (Wash. Ct. App. 2017). RL asserts that Amazon breached the Agreement by charging inflated prices and refusing to compensate it for 1 overcharges.
1. Inflated prices
RL contends that Amazon charged inflated prices for liquidation merchandise. RL alleges that Amazon charged “more than the price established by the Agreement based on the cost of goods sold and, in some cases, more than retail pricing for Liquidation Merchandise.” Dkt. # 13 at 11, ¶ 35. Amazon counters that RL waived such claims.
First, Amazon relies on Section 10 of the Agreement:
ALL LIQUIDATION MERCHANDISE IS CONVEYED TO LIQUIDATOR “AS IS, WHERE IS” WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE LIQUIDATION MERCHANDISE OR ITS FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. ALL SALES ARE FINAL AND NO SELLER OF LIQUIDATION MERCHANDISE WILL BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE, LIABILITY OR EXPENSE OF ANY KIND CAUSED DIRECTLY OR INDIRECTLY BY ANY LIQUIDATION MERCHANDISE, AND LIQUIDATOR HEREBY RELEASES EACH SELLER OF LIQUIDATION MERCHANDISE FROM ANY AND ALL SUCH CLAIMS. Dkt. # 16 at 11. Amazon characterizes this section as a broad waiver of claims related to the sale of liquidation merchandise. But the section limits the release of “any and all such claims” to those “caused directly or indirectly by any liquidation merchandise.” Liquidation merchandise cannot give rise to pricing claims; it is Amazon, not the liquidation merchandise, that sets prices. And when read in context, the release pertains to claims based on “faults and defects” of the liquidation merchandise that is sold “as is.” See Warner v. Design & Build Homes, Inc. , 114 20 P.3d 664, 668 (Wash. Ct. App. 2005) (an “as is” clause is a “warranty disclaimer”). Amazon 21
says that a sale of “as is, where is” merchandise “plainly encompasses pricing,” but cites no authority to support this proposition. Dkt. # 21 at 7. Amazon also cites City of Everett v. Sumstad’s Est. , 631 P.2d 366, 368 (Wash. 1981), to contend that the “ALL SALES ARE FINAL” provision might waive pricing claims. But it is unclear how this case, which involved the sale of a safe containing unknown contents, applies. Id.
Second, Amazon contends that RL waived pricing claims because it agreed to use a dispute process. Section 2.1 of the Agreement provides, “The sales price for the Liquidation Merchandise will be . . . a percentage of Amazon’s cost of goods sold (‘ COGS ’) with respect to the Liquidation Merchandise as specified and agreed by the parties in the applicable Rate Schedule.” Dkt. # 16 at 7. Section 2.4 of the Agreement provides for a dispute process:
If Liquidator disputes any invoice or Inventory Listing, then within thirty (30) days of the date the Inventory Listing was provided or the invoice date (regardless of the payment terms), as applicable, Liquidator must submit the dispute details as outlined in the Doing Business with Amazon Liquidations Guide. RL does not deny that this section waives pricing claims raised outside the dispute process. RL says, however, that such waiver would be “invalid as a prospective waiver.” Dkt. # 19 at 13. But In re Est. of Howisey , 2011 WL 2639324 (Wash. Ct. App. 2011), the authority that RL relies on, is not on point. There, the court held that a broad release of “all liability related to” a settlement agreement was invalid because “[i]nterpreting the release to bar an action to enforce the Agreement makes the Agreement a nullity.” Id. at *2 & n.2, 4. Granted, interpreting a contract to waive a claim for breach of that contract could be problematic because it would make the contract unenforceable. But here, the Agreement is enforceable as to pricing 1 issues because RL can raise disputes through the Agreement’s dispute process.
Thus, RL cannot base its breach of contract claim on pricing issues that were not raised in the dispute process.
2. Compensation for overcharges
RL can, however, base its breach of contract claim on Amazon’s failure to abide by the dispute process. Section 2.4 of the Agreement provides:
For the avoidance of doubt, if Liquidator disputes an invoice, Liquidator must pay the entire amount of any invoice in dispute within the Days Payable and, should the dispute be resolved in Liquidator’s favor, Amazon shall either, at its discretion: (x) refund the amount properly payable to Liquidator, or (y) credit the amount properly payable to Liquidator on future or outstanding amounts due to Amazon.
Dkt. # 16 at 7. RL contends that despite its compliance with the dispute process and resolution of disputed invoices in its favor, Amazon refused to compensate it.
As an initial matter, the complaint does not specifically allege the disputes resolved in RL’s favor or the uncompensated amount at issue. RL alleges that it submitted at least “34 disputes” in “a series of disputes for invoices related to Liquidation Merchandise,” and that, according to an Amazon representative, many were “in the process of being approved.” Dkt. # 13 at 5, 7, ¶¶ 17, 21–22. Because it is unclear from these allegations which disputed invoices 18 were resolved in RL’s favor, RL does not adequately allege breach. Thus, the Court dismisses without prejudice RL’s breach of contract claim as to these 19 generalized disputed invoices. 20 Amazon, however, acknowledges that RL alleges with more specificity one disputed
21 invoice and a set of disputed invoices that were resolved in RL’s favor. a. January 2021 invoice
RL alleges that it disputed an invoice from January 2021 and that it did not receive an Amazon-approved credit for $21,060.02. Id. at 12, ¶ 44. Amazon asserts that this is not a plausible basis for breach of contract because RL “has not attempted to resolve this issue with Amazon, perhaps because Plaintiff owes Amazon millions of dollars in unpaid invoices, that would form the basis of a set off.” Dkt. # 21 at 10 n.6. The Court, however, declines to speculate outside the allegations in the complaint.
Amazon also asserts that RL’s allegation about this credit is insufficient because RL does not separately allege that it met two requirements to be entitled to the credit: (1) that the disputed invoice exceeds the three percent de minimis threshold; and (2) that RL paid the amount in the disputed invoice. This assertion is unpersuasive. As to the first requirement, Section 2.4 of the Agreement provides, “In the event that the amount of any such dispute is less than the greater of (a) three percent (3%) of the applicable invoice or (b) one thousand USD ($1,000.00), the parties agree that such amount is de minimis and will not be the basis for a dispute.” Dkt. # 16 at 7. That Amazon approved the credit supports a reasonable inference that the amount at issue was not de minimis.
As to the second requirement, Amazon asserts that even if it approves a credit, it is not owed until RL “pay[s] the entire amount of any invoice in dispute within the Days Payable.” But Amazon does not explain how the language of the Agreement supports its assertion. Section 2.4 of the Agreement (reproduced above) suggests that paying the entire amount of an invoice is required to dispute it; however—and this is a close call—it does not appear to suggest that payment is required to receive a refund or credit from Amazon. Furthermore, Amazon’s interpretation appears to conflict with its guide for disputes, which provides, “If a dispute is still pending on the due date the full invoice amount less the disputed amount request must be paid.” at 36. And RL alleges that it paid its invoices “less the disputed amounts.” Dkt. # 13 at 8, 1 ¶ 23. And in any event, as with the first requirement, the Court can reasonably infer from RL’s 2 allegation that Amazon approved the credit that RL met the criteria required to receive it. 3 Thus, RL states a breach of contract claim as to the January 2021 invoice. 4 b. 6.35% credit for FBA invoices RL alleges that Amazon, through a December 2022 email sent by Humberto De La Garza, an Amazon representative, agreed to provide a 6.35% credit to RL on Fulfillment by
Amazon (FBA) invoices. Dkt. # 13 at 10, ¶ 32. But Amazon did not apply the 6.35% credit to disputed FBA invoices. Id. at 10, ¶ 33. And in a November 20, 2023 email, another Amazon representative explained, “As discussed and aligned during our call today, we shall not process a flat 6.35% credit for FBA disputes for Jan-Jun ’23 as previously communicated by Humberto, instead we shall process the disputes on the actuals for all of these invoices.” Id. at 10, ¶ 34.
Even if these email exchanges support a valid modification of the Agreement, RL does not adequately allege the modification’s scope or terms. RL alleges that it “re-submitted all FBA invoices from August 2022 through December 2022, along with disputes at or near 6.35% of the amounts owed on each invoice.” Id. at 10, ¶ 32. But the timeframe to which the modification would apply is unclear because the November 20, 2023 email suggests that the modification would also apply to subsequently disputed FBA invoices. It is also unclear why RL re-submitted FBA invoices “with disputes at or near 6.35% of the amounts owed on each invoice” when the November 20, 2023 email discusses “a flat 6.35% credit for FBA disputes.” Thus, the Court dismisses without prejudice RL’s breach of contract claim to the extent 1 that it is based on a modification of the Agreement for Amazon to provide a 6.35% credit to RL for disputed FBA invoices.
B. Breach of Implied Duty of Good Faith and Fair Dealing
RL does not adequately allege breach of implied duty of good faith and fair dealing. “There is in every contract an implied duty of good faith and fair dealing. This duty obligates the parties to cooperate with each other so that each may obtain the full benefit of performance.” Badgett v. Sec. State Bank , 807 P.2d 356, 360 (Wash. 1991). This duty does not change the terms of a contract; “[r]ather, it requires only that the parties perform in good faith the obligations imposed by their agreement.” Id. RL contends that Amazon breached this duty by failing to accurately fix the cost of goods sold and by including hazardous and illegal materials in 12 liquidation merchandise loads. 1. Cost of goods sold
13 RL asserts that Amazon breached its duty of good faith and fair dealing because it 14 inflated prices by using an algorithm to estimate the cost of goods sold. But as discussed above 15 in Section III.A.1, RL agreed to raise claims based on pricing issues through the dispute process, 16 which allows RL to address an “[o]vercharge for an item due to a data error.” Dkt. # 16 at 36. 17 And RL does not point to allegations about Amazon’s refusal to correct specific invoices it 18 disputed because of algorithmic pricing errors. 19
20
21
2. Hazardous and illegal materials
RL also asserts that Amazon breached its duty of good faith and fair dealing by distributing hazardous waste and illegal materials.
, and that it “had no opportunity to review the contents of loads collected from Amazon prior to accepting them.” Dkt. # 13 at 11–12, ¶ 40.
Amazon counters that Section 4(d) of the Agreement allocates responsibility for the disposal of hazardous waste to RL:
Liquidator understands that the Liquidation Merchandise may be regulated as hazardous materials by federal, state, and local agencies, and Liquidator will comply with all such regulations and restrictions and obtain and maintainall [ sic ] necessary licenses and permits for the performance of its obligations hereunder, including, without limitation, packaging, labeling, documentation, ship method constraints, storage, removal, destruction, recycle and disposal of hazardous materials.
Dkt. # 16 at 8–9.
RL suggests that the Agreement implies that Amazon will minimize the inclusion of such materials but does not support this suggestion with specific language in the Agreement or relevant legal authority. RL also points out that an accepted dispute reason under the dispute process (discussed above in Section III.A.1) is when “[l]oads meant for other dispositions (E.g. Disposal) [are] incorrectly routed to liquidation.” Dkt. # 16 at 36. Because “[g]ood faith limits the authority of a party retaining discretion to interpret contract terms,” Amazon might breach its duty of good faith and fair dealing by unfairly adjudicating disputes raised in the dispute process. Rekhter v. State, Dep’t of Soc. & Health Servs. , 323 P.3d 1036, 1041 (Wash. 2014) (quoting Scribner v. Worldcom, Inc. , 249 F.3d 902, 910 (9th Cir. 2001)). But RL neither alleges that it disputed specific invoices based on issues with hazardous waste nor explains how Amazon unfairly interpreted the Agreement in adjudicating such disputes.
Thus, the Court dismisses without prejudice the breach of implied duty of good faith and fair dealing claim.
C. Washington Consumer Protection Act
RL does not state a WCPA claim. The WCPA requires a plaintiff to establish five elements: “(1) unfair or deceptive act or practice; (2) occurring in trade or commerce; (3) public interest impact; (4) injury to plaintiff in his or her business or property; (5) causation.” Hangman Ridge Training Stables, Inc. v. Safeco Title Ins. Co. , 719 P.2d 531, 533 (Wash. 1986). Amazon raises issues only as to the first and third elements. To establish an “unfair or deceptive act or practice,” a plaintiff need not show that an action is both unfair and deceptive because the “‘or’ between ‘unfair’ and ‘deceptive’ is disjunctive.” Klem v. Washington Mut. Bank , 295 P.3d 1179, 1187 (Wash. 2013).
1. Unfair practice
RL does not plausibly allege an unfair practice. The Supreme Court of Washington has used the “substantial injury” test from the FTC Act of 1914, 15 U.S.C. § 45(n), to determine that an act or practice is “unfair” when it meets three criteria: (1) the act or practice causes or is likely to cause substantial injury to consumers; (2) which is not reasonably avoidable by consumers themselves; and (3) not outweighed by countervailing benefits to consumers or to competition. Greenberg v. Amazon.com, Inc. , 553 P.3d 626, 640–41 (Wash. 2024).
The second element is dispositive. “An injury is reasonably avoidable if consumers have reason to anticipate the impending harm and the means to avoid it, or if consumers are aware of, and are reasonably capable of pursuing, potential avenues toward mitigating the injury after the fact.” Id. at 642 (cleaned up). RL bases its WCPA claim on allegations that Amazon charged inflated prices, sent false invoices for unreceived merchandise, refused compensation for invoice disputes that were resolved in RL’s favor, loaded RL’s trucks with hazardous waste and illegal materials, and deployed a burdensome and costly dispute system. Dkt. # 13 at 14, ¶ 60. RL cannot support its WCPA claim with allegations about disputes as to pricing and distribution of hazardous waste and illegal materials because the Agreement provided notice of these potential harms and a dispute process through which RL could reasonably avoid them.
RL might not, however, have had notice of broader issues that affect the efficacy of the dispute process. And it does not appear that RL could use the dispute process to resolve problems with the dispute process itself. But RL’s allegations and the parties’ briefing on these issues are unclear. RL alleges that Amazon deploys “a burdensome and costly dispute system intended to discourage RL and other liquidators from submitting valid invoice disputes.” Id. This allegation relies on other allegations about Amazon’s FBA Program.
Under the FBA Program, third party sellers can sell their products on Amazon’s website. Id. at 2–3, ¶ 7. The FBA Program allows third party sellers to send their products to Amazon, which will pack and ship the products to customers, provide customer service, and process returns. Id.
. For example, “FBA sellers have listed a waterproof cellular telephone pouch for over $1,000, clear cellular telephone cases at $100 each, and a 50-pack of KN95 masks for $97.” Dkt. # 13 at 3, ¶ 9. When consumers do not buy products listed at such high prices, they are sold to liquidators like RL. Id.
RL alleges that Amazon charged prices for liquidation merchandise higher than those agreed to in the Agreement. at 5, ¶ 16. And because the Agreement provides that RL must generally submit invoice disputes within 30 days, RL’s employees spent significant time attempting to identify pricing errors. Dkt. # 1 at 5–6, ¶ 18 (sealed). When Amazon began requiring Amazon Standard Identification Numbers (unique numbers assigned to items on Amazon’s website) for each disputed item, RL at times “needed to audit up to and over 1 million items per week for pricing accuracy in order to document its invoice disputes.” Dkt. # 13 at 8, ¶ 25. RL conducted an internal audit that supported the prevalence of inflated prices. At times, Amazon charged not only more than a price based on the cost of goods sold, but also more than the retail price. Dkt. # 13 at 11, ¶ 35. In a November 25, 2022 email to De La Garza, RL explained that FBA sellers—who are not parties here—intentionally inflate prices “as a way to defraud Amazon and get more money on liquidation than the item is truly worth.” at 9, ¶ 27.
RL alleges that Amazon was aware of these pricing issues.
On November 23, 2022, De La Garza sent RL another email in which he said, “I agree with you that this is Amazon’s problem and that we have a few bad sellers taking advantage of the program and then we have some other [ sic ] that have a wrong cost due to other reasons.” Dkt. # 13 at 9, ¶ 26.
These allegations suggest that Amazon’s widespread pricing issues forced RL to dispute numerous invoices. But RL does not explain how these allegations support a WCPA claim. It might be that RL could not have anticipated incurring excessive auditing costs because in early 2022, it “did not yet know the full extent of Amazon’s fraudulent pricing and manifest issues.” Id. at 5, ¶ 17. But it is unclear how the auditing costs were beyond the scope of the Agreement, which requires RL to invoke the dispute process. And because RL also alleges that “Amazon’s truck manifest system made it nearly impossible to determine what items were loaded on which trucks,” it is unclear to what extent auditing costs were incurred due to Amazon’s pricing issues as opposed to other problems. Id. at 9, ¶ 28. Alternatively, it might be that Amazon’s widespread pricing issues made it impossible for RL to dispute some invoices. But RL neither points to allegations about specific invoices that it was unable to dispute, nor explains how the Agreement did not anticipate the difficulty of auditing invoices for vast quantities of liquidation merchandise. Thus, RL does not adequately allege an unfair practice.
2. Deceptive act RL also does not sufficiently allege a deceptive practice. Although “the [WCPA] does not define the term ‘deceptive,’ the implicit understanding is that the actor misrepresented something of material importance.” Shields v. Fred Meyer Stores Inc. , 741 F. Supp. 3d 915, 931 (W.D. Wash. 2024) (cleaned up). RL contends that the Agreement’s provision that Amazon would charge RL “a percentage of Amazon’s cost of goods sold,” Dkt. # 16 at 7, was deceptive because it did not specify that Amazon would use an algorithm to estimate its cost of goods sold. RL appears to acknowledge that the provision is accurate but suggests that it is deceptive because it does not disclose the potential frequency or severity of pricing issues.
To be sure, “[e]ven a truthful statement can be deceptive if it creates a misleading ‘net impression.’” Eng v. Specialized Loan Servicing , 500 P.3d 171, 178 (Wash. Ct. App. 2021). But RL cites no authority to support its assertion that Amazon’s failure to disclose the potential 1 frequency or severity of pricing issues creates a misleading net impression. Nor does RL 2 meaningfully address the fact that the Agreement’s provision for a dispute process anticipated 3 pricing issues. RL alleges that it failed to successfully dispute some invoices through the dispute process, but it is unclear why these issues would support a deceptive act. Because the Court concludes that RL does not adequately allege an unfair or deceptive act or practice, it need not
reach the remaining WCPA factors.
Thus, the Court dismisses the WCPA claim without prejudice.
D. California Unfair Competition Law Claim
RL does not state a UCL claim. The UCL prohibits “any unlawful, unfair or fraudulent business act or practice.” Cal. Bus. & Prof. Code § 17200.
Under the “unlawful” prong, “[v]iolation of almost any federal, state, or local law may serve as the basis for a UCL claim.” Plascencia v. Lending 1st Mortg. , 583 F. Supp. 2d 1090, 1098 (N.D. Cal. 2008). But RL neither states a WCPA claim nor specifies other statutes to support its claim. As for the “unfair” and “fraudulent” prongs, RL relies on factual allegations that are not set forth in the UCL section of its complaint. Thus, Amazon did not have “fair notice” to “defend itself effectively” against these formulations of the UCL claim. Starr v. Baca , 652 F.3d 1202, 1216 (9th Cir. 2011); see also Olympic Tug & Barge, Inc. v. Lovel Briere LLC , 668 F. Supp. 3d 1165, 1177 (W.D. Wash. 2023) (“It is axiomatic that the complaint may not be amended by the briefs in opposition to a motion to dismiss.”) (citation omitted).
Thus, the Court dismisses the UCL claim without prejudice. IV
C ONCLUSION For these reasons, the Court GRANTS in part and DENIES in part Amazon’s motion to dismiss. The Court DENIES Amazon’s motion to dismiss the breach of contract claim to the extent that it is based on the January 2021 invoice. The Court GRANTS Amazon’s motion to dismiss as to all other claims and dismisses these claims without prejudice.
The Court GRANTS RL leave until August 5, 2025 to file an amended complaint; such leave is limited to the claims dismissed here. As to the breach of contract claim, such leave is limited to claims arising from disputes submitted under the dispute resolution provision of the Agreement.
The Court provisionally files this Order under seal. The Court DIRECTS the parties to file a joint statement, on or before July 29, 2025, indicating what redactions, if any, should be included in the public version of the Order.
Dated this 15th day of July, 2025.
a John H. Chun United States District Judge
[1] RL bases its complaint on the prior July 6, 2021 agreement, but the parties do not dispute that they entered into the later Agreement. See Dkt. ## 15 at 9 & n.3; 19 at 4–5. Although RL did not attach the Agreement to its complaint, Amazon filed a redacted version of the Agreement and the related Doing Business with Amazon Liquidations Guide with its motion to dismiss. Dkt. # 16. RL asks the Court to consider these documents. Dkt. # 19 at 5 n.1. The Court considers these documents because the parties rely on them and because they are incorporated into the complaint by reference. See Khoja v. Orexigen Therapeutics, Inc. , 899 F.3d 988, 1002 (9th Cir. 2018) (a court may consider documents even when a complaint does not refer to them because the claim “necessarily depend[s] on them”). The Court, however, stresses the importance of proper pleading and directs RL to refer to the proper contract in an amended complaint, if it chooses to file one.
[2] RL bases its breach of contract claim on allegations that Amazon (1) charged inflated prices; (2) sent invoices for items that RL did not receive; and (3) refused to compensate RL for disputed invoices that were resolved (or should have resolved) in RL’s favor. Dkt. # 13 at 13, ¶ 51. But in its response brief, RL asserts only that Amazon breached the Agreement by charging inflated prices and refusing to compensate it for overcharges. Thus, the Court addresses only these assertions.
[3] Amazon cites cases for the general proposition that courts enforce releases of claims but does not explain how the relevant provisions in those cases are analogous to Section 10 of the Agreement.
[4] For this reason, the Court does not address RL’s assertions that Amazon waived strict compliance with the technical requirements of the dispute process.
[5] The FBA Program is explained below in Section III.C.1.
[6] In its complaint, RL bases its breach of implied duty of good faith and fair dealing claim on allegations that Amazon (1) failed to exercise due care by charging inflated prices; (2) sent RL false and misleading invoices for items that it did not receive; and (3) disregarded compensation for disputed invoices that Amazon resolved (or should have resolved) in RL’s favor. Dkt. # 13 at 13, ¶ 56. But in its response brief, RL asserts only that Amazon breached its implied duty of good faith and fair dealing by failing to accurately fix the cost of goods sold and by including hazardous and illegal materials in liquidation merchandise loads. Thus, the Court only addresses these assertions.
[7] RL’s analyst “review[ed] a random sortable FBA manifest with a focus on items with a recovery value of over $50 and telephone cases with a recovery value of over $20. The analyst reviewed less than 10,000 items, which represented under 1.5% of the total number of items on the manifest.” Dkt. # 13 at 10, ¶ 29. “Over half of the audited items had inflated recovery values.” Id. at 10, ¶ 30.
[8] The Court takes no position on the merits of the parties’ contentions about the public interest impact factor. But RL should consider Amazon’s contentions in filing an amended complaint if it chooses to do so.