Keir Milan v. JPMorgan Chase Bank, N.A.

• Court: District Court, C.D. California
• Decided: May 7, 2025
• Docket: 2:24-cv-06323
• Status: Unknown

Opinion

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8 United States District Court 9 Central District of California

11 KEIR MILAN, et al., Case № 2:24-cv-06323-ODW (MARx)

12 Plaintiffs, ORDER GRANTING 13 v. DEFENDANT’S MOTION TO 14 JPMORGAN CHASE BANK, N.A. et al., DISMISS PLAINTIFFS’ FIRST 15 AMENDED COMPLAINT [19] Defendants.

16 17 I. INTRODUCTION 18 Plaintiffs Keir Milan and Keirco, Inc. bring this putative class action for 19 consumer protection violations and breach of contract against Defendant JPMorgan 20 Chase Bank, N.A. (“Chase”). (First Am. Compl. (“FAC”), ECF No. 18.) Chase now 21 moves to dismiss Milan and Keirco’s First Amended Complaint under Federal Rule of 22 Civil Procedure (“Rule”) 12(b)(6). (Mot. Dismiss (“Motion” or “Mot.”), ECF No. 19.) 23 For the reasons below, the Court GRANTS Chase’s Motion WITH LEAVE TO 24 AMEND.1 25 26 27

28 1 Having carefully considered the papers filed in connection with the Motion, the Court deemed the matter appropriate for decision without oral argument. Fed. R. Civ. P. 78; C.D. Cal. L.R. 7-15. 1 II. BACKGROUND2 2 On May 25, 2024, Chase acquired customer personal and business banking 3 accounts from First Republic Bank (“FRB”). (FAC ¶ 5.) This included Milan’s and 4 Keirco’s accounts. (Id.) 5 FRB and Chase each offer their own separate Bill Pay Services that allow their 6 customers to set up future payments to be automatically deducted and sent from their 7 accounts to designated payees. (See id. ¶¶ 6–9.) FRB customers “reasonably expected” 8 that Chase’s Bill Pay Service functioned similarly to FRB’s Bill Pay Service when, in 9 fact, the two services functioned “materially differently.” (Id. ¶¶ 7, 14.) FRB’s Bill 10 Pay Service allowed customers to set up payments on future dates, where FRB would 11 not withdraw funds from customers’ accounts until the payee received the payment. 12 (Id. ¶ 8.) Conversely, Chase’s Bill Pay Service deducts funds from Chase customers’ 13 accounts five days before the date the payee receives the payment. (Id. ¶ 9.) According 14 to Milan and Keirco, Chase concealed that funds are withdrawn from customer accounts 15 prior to the transfer date set by the customer. (Id. ¶ 62.) By withdrawing funds earlier 16 than the date the customer expects, Chase caused customer accounts to be underfunded 17 and negatively impacted customers’ financial standing. (Id.) 18 Chase’s Digital Service Agreement (“DSA”) governs the Bill Pay Service. (Id. 19 ¶ 21; Ex. A (“DSA”), ECF No. 18-1.)3 Nowhere in the DSA does Chase alert account 20 holders that Chase will withdraw funds earlier than the customer’s designated date (i.e., 21 the date a customer designates a payee to receive payment). (FAC ¶ 28.) 22 Based on the above allegations, Milan initiated this class action on behalf of 23 himself and all other persons similarly situated, and Keirco initiated this class action on 24 behalf of itself and all other corporations similarly situated. (Id. at 1.) The proposed 25 2 All facts are taken from Plaintiffs’ First Amended Complaint unless otherwise noted. See Ashcroft 26 v. Iqbal, 556 U.S. 662, 678 (2009) (stating that well-pleaded allegations are accepted as true for purposes of a motion to dismiss). 27 3 Plaintiffs reference two DSAs, one for business accounts and one for personal accounts. (See DSA.). 28 The Court cites these two DSAs as one, as there is no alleged difference relevant to the pending Motion. 1 class includes all Chase clients enrolled in the Bill Pay Service, with a subclass 2 consisting of Chase clients enrolled in the service while residing in California. (Id. 3 ¶ 30.) On behalf of themselves and the class, Plaintiffs assert four causes of action: 4 (1) violation of the Consumers Legal Remedies Act (“CLRA”), California Civil Code 5 section 1770, et seq.; (2) violation of California’s False Advertising Law (“FAL”), 6 California Business and Professions Code section 17500, et seq.; (3) violation of 7 California’s Unfair Competition Law (“UCL”), California Business and Professions 8 Code section 17200, et seq.; and (4) breach of contract. (FAC ¶¶ 50–89.) Chase now 9 moves to dismiss Plaintiffs’ First Amended Complaint under Rule 12(b)(6). (Mot. 1.) 10 The Motion is fully briefed. (Opp’n, ECF No. 20; Reply, ECF No. 21.) 11 III. LEGAL STANDARD 12 A court may dismiss a complaint under Rule 12(b)(6) for lack of a cognizable 13 legal theory or insufficient facts pleaded to support an otherwise cognizable legal 14 theory. Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir. 1988). To 15 survive a dismissal motion, a complaint need only satisfy the “minimal notice pleading 16 requirements” of Rule 8(a)(2). Porter v. Jones, 319 F.3d 483, 494 (9th Cir. 2003). 17 Rule 8(a)(2) requires “a short and plain statement of the claim showing that the pleader 18 is entitled to relief.” The factual “allegations must be enough to raise a right to relief 19 above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007); 20 Iqbal, 556 U.S. at 678 (holding that a claim must be “plausible on its face” to avoid 21 dismissal). 22 The determination of whether a complaint satisfies the plausibility standard is a 23 “context-specific task that requires the reviewing court to draw on its judicial 24 experience and common sense.” Iqbal, 556 U.S. at 679. A court is generally limited to 25 the pleadings and must construe all “factual allegations set forth in the complaint . . . as 26 true and . . . in the light most favorable” to the plaintiff. Lee v. City of Los Angeles, 27 250 F.3d 668, 679 (9th Cir. 2001). However, a court need not blindly accept conclusory 28 allegations, unwarranted deductions of fact, and unreasonable inferences. Sprewell v. 1 Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001). Ultimately, there must be 2 sufficient factual allegations “to give fair notice and to enable the opposing party to 3 defend itself effectively,” and the “allegations that are taken as true must plausibly 4 suggest an entitlement to relief, such that it is not unfair to require the opposing party 5 to be subjected to the expense of discovery and continued litigation.” Starr v. Baca, 6 652 F.3d 1202, 1216 (9th Cir. 2011). 7 When a plaintiff’s claims are fraud-based, Rule 9(b)’s heightened pleading 8 requirements apply. Moore v. Kayport Package Express, 885 F.2d 531, 540 (9th Cir. 9 1989); see also 18 U.S.C. §§ 1341, 1343. Rule 9(b) provides, “In alleging fraud or 10 mistake, a party must state with particularity the circumstances constituting fraud or 11 mistake.” “A pleading satisfies Rule 9(b) if it identifies ‘the who, what, when, where, 12 and how’ of the misconduct charged.” MetroPCS v. SD Phone Trader, 187 F. Supp. 3d 13 1147, 1150 (S.D. Cal. 2016) (quoting Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 14 1106 (9th Cir. 2003)). The plaintiff must “set forth more than the neutral facts necessary 15 to identify the transaction [and] must set forth what is false or misleading about a 16 statement, and why it is false.” Vess, 317 F.3d at 1106 (emphasis omitted). 17 Where a district court grants a motion to dismiss, it should generally provide 18 leave to amend unless it is clear that any amendment could not save the complaint. See 19 Fed. R. Civ. P. 15(a); Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 20 1031 (9th Cir. 2008). Leave to amend may be denied when “the court determines that 21 the allegation of other facts consistent with the challenged pleading could not possibly 22 cure the deficiency.” Schreiber Distrib. Co. v. Serv-Well Furniture Co., 806 F.2d 1393, 23 1401 (9th Cir. 1986). 24 IV. DISCUSSION 25 Chase moves to dismiss Plaintiffs’ CLRA, FAL, and UCL causes of action for 26 failing to allege fraudulent conduct under Rule 9(b)’s heightened pleading standard.4 27 4 Chase moves to dismiss Plaintiffs’ CLRA, FAL, and UCL causes of action on multiple grounds. 28 (Mot. 13–19, 22–28.) As the Court dismisses these claims for Plaintiffs’ failure to adequately plead these claims under Rule 9(b), the Court does not reach Chase’s other arguments for dismissal. 1 (Mot. 19–22.) Chase also moves to dismiss Plaintiffs’ breach of contract cause of action 2 for failing to allege a breach of the DSA. (Id. at 28–29.) 3 A. CLRA (Count I) 4 In their first cause of action, Plaintiffs allege that Chase committed unfair or 5 deceptive acts or practices to induce account holders like themselves to use the Bill Pay 6 Service. (FAC ¶¶ 52–54.) The unfair or deceptive acts are based on Chase’s 7 nondisclosure of “the effect of utilizing the Bill Pay Service,” which allegedly 8 constitutes a “[mis]representation.” (Id. ¶¶ 55–56.) Therefore, Plaintiffs allege, Chase 9 violated the CLRA by “withhold[ing]” from “account holders that funds would be 10 withdrawn from their accounts sooner than the account holder could have reasonably 11 anticipated.” (Id. ¶ 55.) 12 Chase moves to dismiss, arguing that Plaintiffs have not pleaded a claim of 13 nondisclosure to Rule 9(b)’s heightened pleading standard. (Mot. 19–20.) Plaintiffs 14 respond that their allegations are not based on an “alleged omission” but on the 15 allegation that Chase “specifically promised and made representations” about the Bill 16 Pay Service that were not true. (Opp’n 13.) Plaintiffs thus appear to disavow any 17 omission or nondisclosure theory to support their allegations against Chase. This alone 18 defeats Plaintiffs’ CLRA cause of action because Plaintiffs’ CLRA allegations are 19 entirely based on a theory of omission and nondisclosure. (See FAC ¶¶ 50–58.) 20 Even without this concession, the Court still finds that Plaintiffs insufficiently 21 pleaded this cause of action. The CLRA prohibits “unfair methods of competition and 22 unfair or deceptive acts or practices.” Cal. Civ. Code § 1770(a). Specifically, the law 23 makes illegal acts or practices that are “undertaken by any person in a transaction 24 intended to result or that results in the sale or lease of goods or services to any 25 consumer.” Id. Conduct that is “likely to mislead a reasonable consumer” violates the 26 CLRA. Colgan v. Leatherman Tool Grp., Inc., 135 Cal. App. 4th 663, 680 (2006) 27 (quoting Nagel v. Twin Labs., Inc., 109 Cal. App. 4th 39, 54 (2003)). 28 1 Rule 9(b) applies to claims for violations of the CLRA that are grounded in fraud. 2 Vess, 317 F.3d at 1103. A claim concerning allegations of nondisclosure as false 3 representation under California law sounds in fraud and is subject to Rule 9(b)’s 4 heightened pleading standard. See Kearns v. Ford Motor Co., 567 F.3d 1120, 1125 5 (9th Cir. 2009) (“Rule 9(b)’s particularity requirement applies to [CLRA] state-law 6 causes of action.”); see also Engalla v. Permanente Med. Grp., Inc., 15 Cal. 4th 951, 7 974 (1997) (noting, under California law, that nondisclosure is considered a 8 misrepresentation). To plead an actionable nondisclosure or omission under the CLRA, 9 a plaintiff must show “the circumstances of [the] omission with specificity.” McIntyre 10 v. Am. Honda Motor Co., Inc., 739 F. Supp. 3d 776, 799 (C.D. Cal. 2024). “[A] plaintiff 11 must describe the content of the omission and where the omitted information should or 12 could have been revealed, as well as provide representative samples of advertisements, 13 offers, or other representations that [the] plaintiff relied on . . . .” Id. 14 Here, Plaintiffs fail to plead the specific circumstances necessary for an alleged 15 omission or nondisclosure. (See generally FAC.) Plaintiffs only generally allege that 16 Chase’s “nondisclosure of the effect of utilizing the Bill Pay [S]ervice constitutes . . . a 17 representation” and that Chase’s continued withholding of information regarding the 18 premature withdrawal of funds harmed them. (Id. ¶ 55.) Plaintiffs also allege that the 19 “non-disclosure” of Chase’s Bill Pay Service practice was “material” to a customer’s 20 decision to enroll. (Id. ¶ 56.) These allegations fall short of alleging the “circumstances 21 of the omission with specificity.” See Eisen v. Porsche Cars N. Am., Inc., No. 2:11-cv- 22 09405-CAS (FEMx), 2012 WL 841019, at *3 (C.D. Cal. Feb. 22, 2012). Notably, 23 Plaintiffs fail to allege “where” Chase should have disclosed the effect of utilizing the 24 Bill Pay Service, “what” “advertisements, offers, or other representations” Chase 25 should have made or did make, and “how” Chase’s representations regarding the effect 26 of utilizing the Bill Pay Service should have been made to Plaintiffs. (See generally 27 FAC); Vess, 317 F.3d at 1106 (“Averments of fraud must be accompanied by “the who, 28 what, when, where, and how” of the misconduct charged.” (quoting Cooper v. Pickett, 1 137 F.3d 616, 627 (9th Cir. 1997)). Plaintiffs’ failure to allege these specific 2 circumstances does not put Chase on notice of the misconduct charged against them. 3 See Moore, 885 F.2d at 540 (“A pleading is sufficient under [R]ule 9(b) if it identifies 4 the circumstances constituting fraud so that a defendant can prepare an adequate answer 5 from the allegations.”) 6 As Plaintiffs fail to plead with the necessary specificity to state a cause of action 7 based on a nondisclosure, the Court DISMISSES Plaintiffs’ CLRA cause of action. 8 B. FAL (Count II) 9 In their second cause of action, Plaintiffs allege Chase violated the FAL by 10 disseminating untrue and misleading statements about Chase’s Bill Pay Service. (FAC 11 ¶ 62.) Chase moves to dismiss, arguing that, as with the CLRA claim, Plaintiffs fail to 12 plead the fraudulent conduct to Rule 9(b)’s heightened pleading standard. (Mot. 20.) 13 Under the FAL, it is “unlawful for a business to disseminate any statement which 14 is untrue or misleading and which is known, or which by the exercise of reasonable care 15 should be known, to be untrue or misleading.” Arevalo v. Bank of Am. Corp., 850 F. 16 Supp. 2d 1008, 1023–24 (N.D. Cal. 2011) (internal quotation marks omitted) (quoting 17 Ariz. Cartridge Remanufacturers Ass’n, Inc. v. Lexmark Int’l, Inc., 421 F.3d 981, 985 18 (9th Cir. 2005)). Courts have interpreted the statute “broadly to encompass not only 19 advertising which is false, but also advertising which, although true, is either actually 20 misleading or which has a capacity, likelihood, or tendency to deceive or confuse the 21 public.” Davis v. HSBC Bank Nev., N.A., 691 F.3d 1152, 1162 (9th Cir. 2012) (cleaned 22 up). 23 Plaintiffs allege that Chase represented to its customers that if customers use the 24 Bill Pay Service to schedule a future transfer date, the available funds would not be 25 deducted until that future date. (FAC ¶ 62.) Also, per Plaintiffs, Chase deceived 26 customers by providing literature that relayed positive information regarding the Bill 27 Pay Service and concealed material relevant information regarding these products. (Id.) 28 Accordingly, Plaintiffs’ FAL cause of action is based on a false representation and thus 1 must be pleaded with the particularity required by Rule 9(b). See Davidson v. 2 Kimberly–Clark Corp., 889 F.3d 956, 964 (9th Cir. 2018) (noting FAL causes of action 3 grounded in fraud must satisfy Rule 9(b)). 4 Plaintiffs do not satisfy Rule 9(b)’s heightened pleading standard. They 5 generally allege that Chase “represented” and provided “literature that relayed positive 6 information,” but fail to point to any specified representation or document in which 7 Chase attempted to defraud or deceive Plaintiffs. (See generally FAC.) Plaintiffs fail 8 to show the “who, what, when, where, and how” the false representations were made. 9 Vess, 317 F.3d at 1106. They fail to allege “who” made the false representations that if 10 Chase customers use the Bill Pay Service and schedule a future transfer date, the 11 available funds would not be deducted until that future date. (See FAC ¶ 62.). Further, 12 even if the Court could infer the “what”—false representations regarding the Bill Pay 13 Service—there are no allegations showing with particularity “where” and “how” these 14 representations were made. (See generally FAC.) Lastly, Plaintiffs fail to describe or 15 point to any advertisements that include false representations about the Bill Pay 16 services. (See id.) In fact, Plaintiffs have not provided the Court with any 17 advertisements or allegations of specific advertisements from Chase regarding the Bill 18 Pay Service, let alone advertisements that include false or misleading information. 19 As Plaintiffs are aware, (see Opp’n 13), causes of action alleging fraud must be 20 “specific enough to give defendants notice of the particular misconduct . . . so that they 21 can defend against the charge and not just deny that they have done anything wrong.” 22 Kearns, 567 F.3d at 1124 (alteration in original) (quoting Bly-Magee v. California, 23 236 F.3d 1014, 1019 (9th Cir. 2001)). Plaintiffs’ FAL allegations fail to state with any 24 “particularity the circumstances” surrounding the representations made to them by 25 Chase. Fed. R. Civ. P. 9(b); Kearns, 567 F.3d at 1126 (dismissing a cause of action for 26 failing to plead the specific circumstances regarding representations made in 27 advertisements). 28 1 As Plaintiffs fail to satisfy the heightened standard of Rule 9(b), the Court 2 DISMISSES Plaintiffs’ FAL cause of action. 3 C. UCL (Count III) 4 The UCL prohibits “any unlawful, unfair or fraudulent business act or practice 5 and unfair, deceptive, untrue or misleading advertising.” Cal. Bus. & Prof. Code 6 § 17200. The statute provides a separate theory of liability under each of the three 7 prongs: “unlawful,” “unfair,” and “fraudulent.” Stanwood v. Mary Kay, Inc., 941 F. 8 Supp. 2d 1212, 1222 (C.D. Cal. 2012) (citing Lozano v. AT&T Wireless Servs., Inc., 9 504 F.3d 718, 731 (9th Cir. 2007)). Plaintiffs allege that Chase violated each of the 10 UCL’s unlawful, unfair, and fraudulent prongs. (FAC ¶¶ 71–80; Opp’n 17–19.) 11 1. Fraudulent Prong 12 The allegations supporting Plaintiffs’ cause of action for violation of the UCL’s 13 fraudulent prong are based on the same false representations as Plaintiffs’ FAL cause 14 of action. (Compare FAC ¶¶ 62 (alleging Chase falsely represented payments would 15 not transfer until the designated date and that Chase concealed “material relevant” 16 information regarding the Bill Pay Service while distributing positive literature), with 17 FAC¶ 77 (same).) Plaintiffs also allege that Chase’s fraudulently misrepresented that, 18 “should a bill be set to be paid at a future date, finances would not be taken from an 19 account until that future date occurred” and that Chase failed to warn account holders 20 that it would withdraw funds prior to the future set date. (Id. ¶ 78.) 21 This cause of action suffers from the same deficiencies as the FAL cause of 22 action—failing to meet Rule 9(b)’s pleading requirements. First, Plaintiffs concede that 23 their claims are not based on nondisclosure or omissions. (Opp’n 13 (noting Plaintiffs’ 24 fraud-based claims are not “claims based on an alleged omission” but on “specific[] 25 promise[s]” and “representations”).) Thus, to the extent Plaintiffs’ claim is based on 26 Chase’s failure to warn, it is waived. (FAC ¶ 78.) Second, to the extent their claim is 27 based on false representations, Plaintiffs do not allege “who” made the representations 28 to Plaintiffs regarding the effect of using the Bill Pay Service, “where” these 1 representations were stated, and “how” they were made. (See generally FAC); Vess, 2 317 F.3d at 1106. Therefore, for the same reasons discussed above, the Court 3 DISMISSES Plaintiffs’ UCL claims based on the fraudulent prong. 4 2. Unlawful Prong 5 Plaintiffs argue that even if their UCL claim based on Chase’s fraudulent conduct 6 is dismissed, their UCL claim under the unlawful prong is still a separate basis for 7 liability and should survive. (Opp’n 16–17.) 8 The UCL’s unlawful prong “borrows violations of other laws and treats them as 9 independently actionable.” Daugherty v. Am. Honda Motor Co., Inc., 144 Cal. App. 10 4th 824, 837 (2006). To state a claim under the unlawful prong, a plaintiff must plead 11 a sufficient predicate violation. MacDonald v. Ford Motor Co., 37 F. Supp. 3d 1087, 12 1097 (N.D. Cal. 2014); see also People ex rel. Bill Lockyer v. Fremont Life Ins. Co., 13 104 Cal. App. 4th 508, 515 (2002) (“[V]irtually any state, federal or local law can serve 14 as the predicate for an action under section 17200.” (internal quotation marks omitted)). 15 Where a plaintiff cannot sufficiently state a claim under the “borrow[ed]” law, they 16 cannot state an unlawful prong claim either. Smith v. State Farm Mut. Auto. Ins. Co., 17 93 Cal. App. 4th 700, 718 (2001); see Daugherty, 144 Cal App 4th at 837 (noting a 18 plaintiff’s UCL unlawful prong failed because the previously alleged CLRA cause of 19 action was dismissed). 20 Plaintiffs’ claim under the unlawful prong is predicated on the above-alleged 21 violations of the CLRA and FAL. (FAC ¶ 74.) Thus, because Plaintiffs have failed to 22 state a claim on their “borrowed” violations of the CLRA and FAL, they fail to state a 23 claim under the UCL’s unlawful prong. Smith, 93 Cal. App. 4th at 718 (holding the 24 unlawful prong fails because their prior “borrowed” violations also fail). Accordingly, 25 the Court DISMISSES Plaintiffs’ UCL unlawful prong claim. 26 3. Unfair Prong 27 Plaintiffs argue that the UCL provides a separate basis for liability under the 28 unfair prong. (Opp’n 16–18.) 1 “[W]here the unfair business practices alleged under the unfair prong of the UCL 2 overlap entirely with the business practices addressed in the fraudulent and unlawful 3 prongs,” courts have held that “the unfair prong of the UCL cannot survive if the claims 4 under the other two prongs of the UCL do not survive.” Millam v. Energizer Brands, 5 LLC, No. 5:21-cv-01500-JWH (SHKx), 2022 WL 19001330, at *7 (C.D. Cal. Dec. 9, 6 2022); Hinkle v. Home123, No. 5:17-cv-02335-JGB (SHKx), 2018 WL 6112633, at *4 7 (C.D. Cal July 27, 2018); see also In re Actimmune Mktg. Litig., No. C 08-02376 MHP, 8 2009 WL 3740648, at *14 (N.D. Cal. Nov. 6, 2009) (dismissing UCL unfair prong 9 cause of action where “plaintiffs’ unfair prong claims overlap entirely with their claims 10 of fraud” and fail to satisfy Rule 9(b)’s pleading standards), aff’d, 464 F. App’x 651 11 (9th Cir. 2011). 12 Plaintiffs’ UCL unfair prong allegations are identical to those asserted under the 13 fraud and unlawful prongs. (FAC ¶¶ 71, 79; Opp’n 18 (arguing it is unfair to “lie to 14 customers of [Chase’s] business,” referring to the same allegations supporting the 15 CLRA, FAL, and UCL fraudulent prong claims).) As the Court has already dismissed 16 Plaintiffs’ claims under the fraudulent and unlawful prongs, the unfair prong claim also 17 fails. Millam, 2022 WL 19001330, at *7. 18 Accordingly, the Court DISMISSES Plaintiffs’ UCL claims under the unfair 19 prong, and as a result, Plaintiffs’ UCL cause of action in its entirety. 20 4. Breach of Contract (Count IV) 21 In the First Amended Complaint, Plaintiffs allege that Chase breached “specific 22 terms” of the DSA by withdrawing funds prematurely. (FAC ¶ 87.) Chase moves to 23 dismiss this cause of action, arguing that Plaintiffs fail to allege any specific terms that 24 Chase breached. (Mot. 29.) 25 Unlike the fraud-based causes of action above, Plaintiffs’ allegations for a breach 26 of contract need only satisfy the standard pleading requirements of Rule 8(a)(2). Porter, 27 319 F.3d at 494. Under California law, a breach of contract claim has four elements: 28 “(1) the existence of [a] contract, (2) plaintiff’s performance or excuse for 1 nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff.” 2 Piedmont Cap. Mgmt., L.L.C. v. McElfish, 94 Cal. App. 5th 961, 968 (2023) (alteration 3 in original) (quoting Oasis W. Realty, LLC v. Goldman, 51 Cal. 4th 811, 821 (2011)). A 4 plaintiff must “allege the specific provisions in the contract creating the obligation the 5 defendant is said to have breached.” Dias v. Spartan Micro, Inc., No. 8:22-cv-00834- 6 JVS (KESx), 2022 WL 17216820, at *4 (C.D. Cal. Sept. 14, 2022) (quoting In re 7 Anthem, Inc. Data Breach Litig., 162 F. Supp. 3d 953, 978 (N.D. Cal. 2016)); see also 8 FPI Dev., Inc. v. Nakashima, 231 Cal. App. 3d 367, 383 (1991) (“[P]laintiff must plead 9 the existence of a contract, its terms which establish the obligation in issue . . . and the 10 breach of that obligation.”). 11 In support of their breach of contract claim, Plaintiffs refer generally to the DSA, 12 which they attach to the First Amended Complaint. (FAC ¶ 87; DSA.) However, they 13 fail to point to or even describe any specific term or portion of the DSA that Chase 14 breached. (See FAC ¶¶ 86–89.) In their Opposition, Plaintiffs state that the First 15 Amended Complaint “clearly lays out that [Chase] breached the Bill Pay services 16 section of the DSA,” (Opp’n 21), but tellingly, they do not cite any portion of the First 17 Amended Complaint or DSA, (see id.). In fact, Plaintiffs’ only allegation supporting a 18 breach is that Chase “violated specific terms” of the DSA. (Id. ¶ 87.) This allegation 19 is insufficient to survive a Rule 12(b)(6) motion to dismiss. First, this is a conclusory 20 allegation that the Court will not blindly accept as true. See Iqbal, 556 U.S. at 681 21 (stating that the Court is not required to accept conclusory allegations as true). Second, 22 Plaintiffs fail to point to any “specific terms” that created Chase’s contractual 23 obligation, and which Chase allegedly breached. Dias, 2022 WL 17216820 at *4 24 (finding a plaintiff did not establish a breach of contract claim because plaintiff failed 25 to “refer to any specific language or provisions that [defendant] is said to have 26 breached.”). 27 As Plaintiffs fail to specifically allege Chase breached a term of DSA, the Court 28 DISMISSES Plaintiffs’ breach of contract cause of action. 1 Vv. CONCLUSION 2 For the above reasons, the Court GRANTS Defendants’ Motion to Dismiss, 3 | (ECF No. 19), and DISMISSES Plaintiffs’ First Amended Complaint, WITH LEAVE TO AMEND to add factual allegations to cure the above-noted deficiencies. 5 If Plaintiffs choose to amend, they must file their Second Amended Complaint 6 || by no later than fourteen (14) days from the date of this Order, in which case Chase 7 || shall answer or otherwise respond within fourteen (14) days of the filing. If Plaintiffs 8 | do not timely amend, this dismissal shall be deemed a dismissal with prejudice as of the 9 || lapse of the filing deadline. 10 11 IT IS SO ORDERED. 12 13 May 7, 2025 14 ws 15 SG 2 KAY

17 OTIS D. GHT, II UNITED STATES’DISTRICT JUDGE

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