Cobra Tactical, Inc. v. Payment Alliance Int'l Inc.

315 F. Supp. 3d 1342
CourtDistrict Court, N.D. Georgia
DecidedJanuary 4, 2018
DocketCIVIL ACTION FILE NO. 1:17–CV–1827–MHC
StatusPublished
Cited by4 cases

This text of 315 F. Supp. 3d 1342 (Cobra Tactical, Inc. v. Payment Alliance Int'l Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cobra Tactical, Inc. v. Payment Alliance Int'l Inc., 315 F. Supp. 3d 1342 (N.D. Ga. 2018).

Opinion

MARK H. COHEN, United States District Judge

This case comes before the Court on Defendants Payment Alliance International Inc. ("PAI"), Global Payments Direct, Inc. ("Global"), and Clearent, LLC ("Clearent") (collectively, "Defendants")'s Motion to Dismiss Amended Class Action Complaint [Doc. 24].

I. BACKGROUND

Plaintiffs Cobra Tactical, Inc. ("Cobra"), KAT, LLC d/b/a KA Tactical ("KA"), and Euless Armory, LLC d/b/a Armory Up ("Euless"), individually and on behalf of all others similarly situated (collectively, "Plaintiffs"), are businesses that allege that Defendants charged them unauthorized and excessive fees for merchant payment processing services. Am. Compl. [Doc. 13] ¶ 1. Merchant payment processing services allow merchants to accept payment for goods and services via credit and debit cards. Id. ¶ 2. Global is a payment processor that "processes the payment through the card network and ensures that whenever a customer pays for an item or services with a credit or debit card, the customer's account is debited and the merchant's account is credited." Id. ¶ 4(c). PAI and Clearent are merchant acquirers, that "enroll merchants in payment processing services and usually provide customer support to the merchant." Id. ¶ 4(e). Plaintiffs are former customers of PAI (which has now been acquired by Clearent). Id. ¶¶ 18-20; 23. Global "serviced the vast majority of PAI's merchant customers." Id. ¶ 24.

The purported contracts consist of a merchant application ("Merchant Application") and terms and conditions ("Terms and Conditions") (collectively, "Card Services Agreements" or "CSAs"). Id. at 6 n.1; ¶¶ 8; 34. PAI provided prospective merchants with the form Merchant Application. Id. ¶ 34. The Merchant Application "states that the merchant is obligated to the Terms [and Conditions.]" Id. ¶ 57.

*1346"Both the Merchant Application and the Terms have been revised periodically but the relevant provisions cited or quoted [in the Amended Complaint] have remained substantially the same."1 Id. ¶ 34.

Plaintiffs allege that Defendants promised them "straightforward, transparent pricing" but through "separate, fine print Terms [sic] ... backtrack[ed] from the agreed-upon fees" and "implement[ed] mark-ups by inflating 'pass through' costs." Id. ¶¶ 7-8, 10. Plaintiffs argue that the contracts never became legally binding and, even if they were legally binding, the overcharges breach the terms of the contracts. Id. ¶ 13. Count I of the Amended Complaint alleges unjust enrichment. Id. ¶¶ 152-163. Count II alleges (1) breach of contract and (2) breach of the covenant of good faith and fair dealing. Id. ¶¶ 164-176.

II. LEGAL BACKGROUND2

Federal Rule of Civil Procedure 8(a)(2) requires that a pleading contain a "short and plain statement of the claim showing that the pleader is entitled to relief." Although this pleading standard does not require "detailed factual allegations," mere " 'labels and conclusions' or 'a formulaic recitation of the elements of a cause of action will not do.' " Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) ("Nor does a complaint suffice if it tenders 'naked assertions[s]' devoid of 'further factual enhancement' ") (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). To withstand a motion to dismiss, "a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.' " Id. (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955 ). A complaint is plausible on its face when the plaintiff pleads factual content necessary for the court to draw the reasonable inference that the defendant is liable for the conduct alleged. Id.

When considering a Rule 12(b)(6) motion to dismiss, "all well-pleaded facts are accepted as true, and the reasonable inferences therefrom are construed in the light most favorable to the plaintiff." FindWhat Investor Group v. FindWhat.com, 658 F.3d 1282, 1296 (11th Cir. 2011) (quoting Bryant v. Avado Brands, Inc., 187 F.3d 1271, 1273 n.1 (11th Cir. 1999) ). However, the court does not "accept as true a legal conclusion couched as a factual allegation." Twombly, 550 U.S. at 555, 127 S.Ct. 1955. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 556 U.S. at 678, 129 S.Ct. 1937.

*1347III. DISCUSSION

Defendants contend that Plaintiff's Amended Complaint should be dismissed because binding contracts, the CSAs, exist between the parties and therefore (1) Count I, unjust enrichment, is barred as a matter of law; and (2) Count II, breach of contract and breach of the covenant of good faith and fair dealing, is barred because of applicable provisions in the CSAs. Def's Br. at 1-6.

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315 F. Supp. 3d 1342, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cobra-tactical-inc-v-payment-alliance-intl-inc-gand-2018.