NOT RECOMMENDED FOR PUBLICATION File Name: 25a0407n.06
No. 24-3929
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT FILED Aug 21, 2025 KELLY L. STEPHENS, Clerk ) ORG HOLDINGS LTD., ) Plaintiff-Appellee, ) ON APPEAL FROM THE ) DISTRICT COURT FOR THE v. ) NORTHERN DISTRICT OF ) OHIO BMW FINANCIAL SERVICES NA, LLC, ) Defendant-Appellant. ) OPINION ) )
Before: BATCHELDER, CLAY, and BLOOMEKATZ, Circuit Judges.
CLAY, Circuit Judge. Defendant BMW Financial Services NA, LLC (“BMWFS”)
appeals the district court’s denial of its motion to compel arbitration of Plaintiff’s unjust
enrichment claim alleging that BMWFS pocketed the excess proceeds of an insurance payout. The
dispute stems from a vehicle lease agreement between Plaintiff and BMW of Westlake, a car
dealership, to which BMWFS is a non-signatory. For the reasons set forth below, we affirm the
district court’s judgment.
I. BACKGROUND
On August 31, 2021, Plaintiff ORG Holdings entered into a Vehicle Lease Agreement (“the
Lease” or “Lease Agreement”) with non-party BMW of Westlake, a car dealership, to lease a 2022
BMW M5 vehicle for a term of thirty-six months. Another non-party, Financial Services Vehicle
Trust (“FSVT”), worked to facilitate asset-backed securitization of BMW leases such as the one
signed by Plaintiff. Defendant BMW Financial Services NA, LLC (“Defendant” or “BMWFS”) No. 24-3929, ORG Holdings LTD. v. BMW Financial Services, NA, LLC
was the servicer tasked with administering BMW leases on behalf of FSVT. In a separate Servicing
Agreement between BMWFS and FSVT, it was agreed that:
[BMWFS] shall service, administer and collect under the Leases in accordance with the terms of this Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with such servicing, administering, and collecting that it may reasonably deem necessary or desirable.
Servicing Agreement, R. 3-2, Page ID #66.
In section two of Plaintiff’s Lease Agreement, the text identified Plaintiff as the lessee (by
the terms “I” or “me”) and BMW of Westlake as the lessor (by the term “you”). Lease Agreement,
R. 3-3, Page ID #90. Additionally, the Lease provided that the term “you” would also include the
“Lessor’s assignee.” Id. The Lease then specified that the role of “Lessor’s assignee” would be
allocated to either BMWFS or, if the relevant box was checked, to FSVT. Id. The full language
of section two is displayed as follows:
This Motor Vehicle Lease Agreement (“Lease”) is entered into between the lessee and co-lessee (“Lessee”) and the lessor (“Lessor”) named above. Unless otherwise specified, “I,” “me” and “my” refer to the Lessee and “you” and “your” refer to the Lessor or Lessor’s assignee. “Vehicle” refers to the leased vehicle described below. “Assignee” refers to BMW Financial Services NA, LLC (“BMW FS”) or, if this box is checked to Financial Services Vehicle Trust. BMW FS will administer this Lease on behalf of itself or any assignee. The consumer lease disclosures contained in this Lease are made on behalf of Lessor and its successors or assignees. Id. The checked box designated the role of “Lessor’s assignee” to FSVT in connection with
Plaintiff’s Lease, as opposed to BMWFS.
The Lease also contained an arbitration clause, stating that “[e]ither you or I may choose
to have any dispute between us decided by arbitration and not in a court or by jury trial.” Id. at
Page ID #95. Once again, “I” referred to Plaintiff, and “you” referred to the lessor, BMW of
Westlake, and because the relevant box was checked, to FSVT as “Lessor’s assignee.” Plaintiff
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interpreted this language as permitting either Plaintiff, BMW of Westlake, or FSVT to compel
arbitration.
On October 21, 2023, Plaintiff was involved in a serious car accident that destroyed the
leased vehicle. Plaintiff’s insurance company, Cincinnati Insurance, paid $98,516.70 to cover the
value of the vehicle, which was a total loss. The amount remaining due under the Lease was
$81,781.04. This resulted in a surplus amount of $16,735.66 in insurance proceeds that went to
Defendant BMWFS, as FSVT’s servicer. Although Plaintiff’s Lease addressed the possible
scenario where insurance proceeds from a loss were less than the amount owed under the Lease,
it did not address the converse scenario where the proceeds exceeded the amount owed. Lease
Agreement, R. 3-3, Page ID #93 (“[Plaintiff] will be obligated to pay you . . . any and all amounts
due and owing needed to satisfy my obligations under this Lease . . . [including] any amounts
deducted from the actual cash value of the Vehicle by the insurance carrier.”). That said, Defendant
BMWFS publicly represented in its SEC filings that “[i]f the insurance loss proceeds exceed the
user-lessee’s Lease obligations, the excess is refunded to the user-lessee.”1 Compl., R. 1-1, Page
ID #14.
On March 19, 2024, Plaintiff filed a class action complaint in the Cuyahoga County, Ohio,
Court of Common Pleas, asserting a single cause of action for unjust enrichment against Defendant
BMWFS for pocketing the excess insurance proceeds. Defendant timely removed the case to the
United States District Court for the Northern District of Ohio and also moved to compel arbitration
pursuant to the Lease Agreement. In its motion, Defendant argued that FSVT “explicitly
appointed” BMWFS as its agent under the separate Servicing Agreement to handle a variety of
1 SEC Registration Statement Nos. 333-260903 and 333-260903-04, https://perma.cc/LD4P-6PV8.
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matters under the Lease, including “insurance proceeds.” Def.’s Mot. to Compel Arbitration, R.
3, Page ID #40. Plaintiff opposed the motion, arguing that BMWFS could not enforce the
arbitration clause as a non-signatory to the Lease Agreement between Plaintiff, BMW of Westlake,
and FSVT (as lessor’s assignee), especially since the Lease’s express language disclaimed
BMWFS from the role of lessor’s assignee.
On October 15, 2024, the district court denied Defendant’s motion to compel arbitration.
The district court observed that “[b]y default, the lease defines BMW FS as the assignee, entitled
to invoke the arbitration clause. However, because of [the] checked box, the assignee is not BMW
FS but [FSVT].” Op. & Order, R. 23-1, Page ID #265. The district court reasoned that this detail
evinced the parties’ clear intent to deny arbitration powers to BMWFS, which precluded it from
compelling arbitration as an agent or affiliate of FSVT, or as a third-party beneficiary to the
contract. This appeal followed.
II. DISCUSSION
Analysis
We review de novo a district court’s denial of a motion to compel arbitration. Schwebke v.
United Wholesale Mortg., LLC, 96 F.4th 971, 973 (6th Cir. 2024). The Federal Arbitration Act’s
(“FAA”) “principal purpose” is to “ensur[e] that private arbitration agreements are enforced
according to their terms.” AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 344 (2011) (alteration
in original) (quoting Volt Info. Scis., Inc. v. Bd. of Trs. of Leland Stanford Junior Univ., 489 U.S.
468, 478 (1989)). “[W]e do not override the clear intent of the parties, or reach a result inconsistent
with the plain text of the contract, simply because the policy favoring arbitration is implicated.”
E.E.O.C. v. Waffle House, Inc., 534 U.S. 279, 294 (2002). “Because the federal policy favoring
arbitration applies ‘only when both parties have consented to and are bound by the arbitration
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clause,’ courts have refused to apply it to arbitration claims by or against nonparties.” AtriCure,
Inc. v. Meng, 12 F.4th 516, 525 (6th Cir. 2021) (quoting Griswold v. Coventry First LLC, 762 F.3d
264, 271 (3d Cir. 2014)). Thus, when reviewing motions to compel arbitration, “we look first to
whether the parties agreed to arbitrate a dispute, not to general policy goals, to determine the scope
of the agreement.” Waffle House, 534 U.S. at 294. The Supreme Court has instructed federal
courts to apply state contract law when determining the “scope” of arbitration agreements,
“including the question of who is bound by them.” Arthur Andersen LLP v. Carlisle, 556 U.S.
624, 630 (2009).
Plaintiff argues that Defendant BMWFS cannot compel arbitration because it was not a
party or signatory to the Lease Agreement between Plaintiff and BMW of Westlake, and was
further disclaimed from enforcing the arbitration clause through the Lease’s express terms.
BMWFS presents four main arguments in response, arguing that it may compel arbitration either:
(1) as a third-party beneficiary of the Lease, (2) as an affiliate of FSVT, (3) as an agent of FSVT,
or (4) through the doctrine of equitable estoppel. We remain unpersuaded by these arguments,
since allowing BMWFS to enforce the arbitration clause would go against the express terms of the
Lease, and thus contradict the parties’ intent.
1. Third Party Beneficiary Theory
State contract law determines whether a non-signatory such as BMWFS may compel
arbitration. See Carlisle, 556 U.S. at 631. Under Ohio law, “a nonparty to a contract generally
may not enforce a party’s contractual duties unless the contract makes the nonparty an intended
(not just an incidental) third-party beneficiary.” AtriCure, Inc., 12 F.4th at 526 (citing Hill v.
Sonitrol of Sw. Ohio, Inc., 36 Ohio St. 3d 36, 521 N.E.2d 780, 784–86 (Ohio 1988)). “Conversely,
‘a party who fortuitously receives some benefit from the performance of a contractual promise is
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an incidental, and not an intended, third-party beneficiary.’” Sutherland v. Gaylor, No. 20AP-257,
2021 WL 2343001, at *5 (Ohio Ct. App. June 8, 2021) (quoting Prince v. Kent State Univ., No.
11AP-493, 2012 WL 831013, at *4 (Ohio Ct. App. Mar. 13, 2012)). “This neutral state-law rule
generally prevents nonparties from enforcing arbitration clauses unless they are intended third-
party beneficiaries.” AtriCure, Inc., 12 F.4th at 526 (citing JJ Connor Co., Inc. v. Reginella Constr.
Co., No. 13 MA 75, 2014 WL 4401952, at *3–4 (Ohio Ct. App. Sept. 2, 2014)). To qualify as an
intended third-party beneficiary, “there must be evidence that the contract was intended to directly
benefit that third party.” Cook v. Ohio Nat’l Life Ins. Co., 961 F.3d 850, 856 (6th Cir. 2020)
(quoting Huff v. FirstEnergy Corp., 130 Ohio St. 3d 196, 957 N.E.2d 3, 7 (Ohio 2011)).
BMWFS attempts to argue that it may enforce the arbitration clause as a third-party
beneficiary to the Lease Agreement between Plaintiff and BMW of Westlake, primarily because
of a single sentence providing that “BMW FS will administer this Lease on behalf of itself or any
assignee [including FSVT].” Lease Agreement, R. 3-3, Page ID #90. BMWFS thus contends that
this express power to administer the Lease also extends to enforcement of the arbitration clause
against Plaintiff.
But the Lease Agreement does not evince that intent. To the contrary, it states that “[e]ither
you [(Lessor or Lessor’s Assignee)] or I [(Lessee)] may choose to have any dispute between us
decided by arbitration and not in a court or by jury trial.” Lease Agreement, R. 3-3, Page ID #95.
“Lessor” refers to BMW of Westlake. “Lessor’s Assignee” refers to FSVT, since BMW of
Westlake made that specific designation by checking the blank box. Id. at Page ID #90
(“‘Assignee’ refers to [BMWFS] or, if this box is checked to [FSVT].”). “Lessee,” of course,
refers to Plaintiff. The end result is that Plaintiff did not agree to arbitrate “any dispute” with
BMWFS, id. at Page ID #95, and hence the federal presumption favoring arbitration need not apply
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in this case. AtriCure, Inc., 12 F.4th at 525 (noting that the federal policy favoring arbitration only
applies when both parties have consented to the arbitration clause).
The Ninth Circuit addressed a similar issue in Ngo v. BMW of North America, LLC when
BMW, a non-party to the lease agreement between the plaintiff and Peter Pan Motors, the car
dealership, tried to compel arbitration as a third-party beneficiary to the lease. 23 F.4th 942 (9th
Cir. 2022). The Ninth Circuit explained that vehicle purchase agreements differ from “agreements
to draft wills or to manage trusts or mutual funds—arrangements inherently formed with third
parties in mind,” because they are “drafted with the primary purpose of securing benefits for the
contracting parties themselves.” Id. at 947. In other words, “the purchaser seeks to buy a car, and
the dealership and assignees seek to profit by selling and financing the car. Third parties are not
purposeful beneficiaries of such an undertaking.” Id. The Ninth Circuit observed that the lease
agreement in Ngo only allowed three parties to compel arbitration: (1) the plaintiff, (2) the
dealership, and (3) the dealership’s assignee. Id. at 948. Nowhere was BMW granted this right,
even though BMW was otherwise involved in the transaction (as the manufacturer) and not just
“some random third party.” Id. The Ninth Circuit further reasoned that “BMW’s relative
proximity to the contract confirm[ed] that the parties easily could have indicated that the contract
was intended to benefit BMW—but did not do so.” Id. For all these reasons, the Ninth Circuit
concluded that BMW was not a third-party beneficiary to the vehicle purchase agreement. See id.
The same is true here. Under the Lease Agreement, the dealership named two possible
assignees: BMWFS and FSVT. BMWFS’s being expressly named in the Lease shows its
proximity to the transaction and the dealership’s intent for BMWFS to function as its assignee
unless the “box [was] checked” making FSVT the assignee instead. Lease Agreement, R. 3-3,
Page ID #90. Because the box here was checked, we know that FSVT was intended to be the
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dealership’s assignee in the Lease Agreement with Plaintiff, and that BMWFS was purposefully
disclaimed from that role. “The compelling inference from this arrangement is that the parties
knew how to give enforcement powers to non-signatories when they wished to do so but gave none
to [BMWFS].” See Ngo, 23 F.4th at 948.
Still, BMWFS cites its broad powers to administer the Lease as evidence of its alleged right
to compel arbitration. Lease Agreement, R. 3-3, Page ID #90 (granting BMWFS the power to
“administer [the] Lease on behalf of itself or any assignee [FSVT]”). But BMWFS’s power to
administer the Lease does not override the parties’ clear intent. It may be true that the
aforementioned language could plausibly vest BMWFS with arbitration powers if the Lease had
not expressly foreclosed this possibility by selecting FSVT to act as lessor’s assignee instead. Id.
(“‘Assignee’ refers to [BMWFS] or, if this box is checked to [FSVT].”). In decoding this
purposeful choice, however, we return to the key issue: if BMW of Westlake had intended for
BMWFS to enforce the Lease’s arbitration clause against Plaintiff or otherwise act as its assignee,
it presumably would have said so, instead of granting that privilege to FSVT. Thus, it stands to
reason that BMWFS’s power to administer the Lease does not, by itself, give rise to a third-party
beneficiary relationship sufficient to compel arbitration of Plaintiff’s claim. See Cook, 961 F.3d
at 857 (“[M]any companies enter into contracts where they utilize representatives, agents or
employees of one of the contracting parties for the benefit of the other, but this does not make the
representatives intended third-party beneficiaries to the contract.”). Rather, BMWFS’s power to
administer the Lease on behalf of itself or FSVT is merely an incidental benefit of the Lease
Agreement.
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2. Affiliate Theory
Relatedly, BMWFS attempts to argue that it may compel arbitration as an affiliate of FSVT,
to the extent that BMWFS “is charged to ‘administer’ the Lease on behalf of the ‘assignee’ of the
Lease, FSVT.” Appellant Br., ECF No. 19, 22. This argument also fails because, for the reasons
described above, BMWFS has not shown that it was a party or intended third-party beneficiary
under the Lease, see AtriCure, 12 F.4th at 526, and Ohio law is clear that “only a party . . . or an
intended third-party beneficiary has enforceable rights” under a contract. Sutherland, 2021 WL
2343001, at *5.
3. Agency Theory
Alternatively, BMWFS argues that it may compel arbitration as an agent of FSVT, because
the Servicing Agreement between BMWFS and FSVT grants BMWFS the broad power to
“service, administer and collect under the Leases in accordance with the terms of [the Servicing
Agreement] and . . . to do any and all things in connection with such servicing, administering and
collecting that [BMWFS] may reasonably deem necessary or desirable.” Servicing Agreement, R.
3-2, Page ID #66. The Agreement also appoints BMWFS as an “agent” of FSVT “[i]n order to
facilitate the servicing of the Leases.” Id. at Page ID #75. Among other duties, BMWFS notes
that it is tasked with handling insurance proceeds on FSVT’s behalf, including the excess insurance
proceeds in the instant matter. BMWFS further notes that “Ohio intermediate courts . . . hold that
agents may enforce arbitration clauses in contracts signed by their principals when the other party
has sued them for actions taken within the scope of their agency.” Appellant Br., ECF No. 19, 18
(quoting AtriCure, 12 F.4th at 532).
BMWFS is correct that a non-party agent may sometimes compel arbitration on the
principal’s behalf. Navarro v. Proctor & Gamble, 515 F. Supp. 3d 718, 743 (S.D. Ohio 2021)
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(noting that Ohio law permits both agents and third-party beneficiaries to enforce a contract “even
though they were not part[ies] to the contract”). But as a threshold matter, BMWFS’s challenged
conduct—pocketing Plaintiff’s excess insurance proceeds—seemingly would not fall within the
scope of its general agency duties for FSVT with respect to the instant Lease, which is silent on
the handling of excess insurance proceeds. Further, BMWFS was otherwise obligated to refund
the excess insurance proceeds to Plaintiff pursuant to its own filings with the SEC. See Compl.,
R. 1-1, Page ID #14 (specifying that “[i]f the insurance loss proceeds exceed the user-lessee’s
Lease obligations, the excess is refunded to the user-lessee”).
Even assuming that BMWFS’s alleged pocketing of the excess insurance proceeds was
covered by the Servicing Agreement or the instant Lease, the fact remains that agency does not
always confer arbitration rights, especially when it would contradict the parties’ express terms. In
Smith v. Javitch Block, L.L.C, the Ohio Court of Appeals held that the limiting language found in
a cardholder agreement defeated agency principles. No. 110154, 2021 WL 4340805 (Ohio Ct.
App. Sept. 23, 2021). The plaintiff, Khadija Smith, opened a J.C. Penney credit card through
Synchrony Bank and signed an agreement containing an arbitration clause. Id. at *1. The
provision stated that if “either you or we make a demand for arbitration, you and we must arbitrate
any dispute or claim between you . . . and us, our affiliates, agents, and/or J.C. Penney Corporation
if it relates to your account.” Id. (noting that “you and us” referred respectively to Smith and
Synchrony Bank). Id. Synchrony Bank later assigned Smith’s account to a third party, Portfolio
Recovery Associates (“PRA”), who sued Smith to collect the unpaid balance on her credit card
account. Id. PRA’s collection action was eventually dropped, and Smith filed a complaint against
PRA’s legal counsel, Javitch Block, L.L.C. (“Javitch”), alleging state law violations in connection
with the former lawsuit. Id. at *2.
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Javitch then tried to compel arbitration of Smith’s claims “as an agent of PRA,” since PRA
had previously been assigned an interest in Smith’s account, but the trial court denied its motion.
Id. at *2. The Ohio Court of Appeals affirmed the trial court’s decision, noting that the cardholder
agreement expressly limited arbitration powers to “you” (Smith) or “we” (PRA, through
Synchrony Bank’s assignment of Smith’s account). Id. at *4. Because of “the express language
of [the] arbitration clause,” the court held that Javitch could not compel arbitration of Smith’s
claims as an agent of PRA. Id. at *6.
Likewise, BMWFS cannot compel arbitration as an agent of FSVT. The Lease’s arbitration
clause explicitly provides that “[e]ither you [(BMW of Westlake or lessor’s assignee)] or I
[(Plaintiff)] may choose to have any dispute between us decided by arbitration and not in a court
or by jury trial.” Lease Agreement, R. 3-3, Page ID #95. Because the role of lessor’s assignee
was assigned to FSVT by way of the checked box, the parties apparently did not intend to allow
both FSVT and BMWFS to arbitrate. This is reinforced by the fact that BMWFS was previously
the Lease’s default choice for “lessor’s assignee” and was deliberately disclaimed in this case. Id.
at Page ID #90 (“‘Assignee’ refers to [BMWFS] or, if this box is checked to [FSVT].”).
Certainly, the parties did not have to check the box; they could have left it blank, thereby keeping
BMWFS in its default role of lessor’s assignee. But they did not. Viewing the Lease in its current
form, we conclude that the parties’ express designation of FSVT as the lessor’s assignee outweighs
BMWFS’s agency argument. See Javitch Block, L.L.C., 2021 WL 4340805, at *6.
4. Equitable Estoppel Theory
BMWFS also argues that because Plaintiff’s claims “arise entirely from the Lease,”
Plaintiff should be equitably estopped from avoiding arbitration. See Appellant Br., ECF No. 19,
30. BMWFS forfeited this argument by raising it for the first time in its reply brief before the
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district court. “[W]e have found issues to be [forfeited] when they are raised for the first time in
motions requesting reconsideration or in replies to responses.” Grider Drugs, LLC v. Express
Scripts, Inc., 500 F. App’x. 402, 405 (6th Cir. 2012) (quoting Scottsdale Ins. Co. v. Flowers, 513
F.3d 546, 553 (6th Cir. 2008)). BMWFS admits that “the word ‘estoppel’ does not appear in [its]
Arbitration Motion,” but insists that “the legal concept unquestionably permeates BMWFS’s
briefing of the core questions of BMWFS’s right to compel arbitration” in that motion. Appellant
Br., ECF No. 19, 32. No matter the truth of this statement, vague or “skeletal” references to an
argument do not preserve it for appeal. McPherson v. Kelsey, 125 F.3d 989, 995–96 (6th Cir.
1997).
In any event, BMWFS’s argument fails. The doctrine of equitable estoppel provides that a
signatory “may be estopped from avoiding arbitration with a nonsignatory when the issues the
nonsignatory is seeking to resolve in arbitration are intertwined with the underlying contract.”
Javitch v. First Union Sec., Inc., 315 F.3d 619, 629 (6th Cir. 2003). Ohio law dictates that “estoppel
applies ‘when the signatory to the written agreement must rely on the terms of the written
agreement in asserting its claims against the nonsignatory.” Harrison v. Gen. Motors, LLC, 651 F.
Supp. 3d 878, 889 (E.D. Mich. 2023) (quoting I Sports v. IMG Worldwide, Inc., 157 Ohio App. 3d
593, 813 N.E.2d 4, 9 (Ohio Ct. App. 2004)).
In an alternate scenario, the theory of equitable estoppel may apply “where the signatory
alleges substantially interdependent and concerted misconduct by both the nonsignatory and one
or more signatories to the contract.”2 I Sports, 813 N.E.2d at 8 (citing Grigson v. Creative Artists
2 The second scenario of equitable estoppel is inapplicable in this case because Plaintiff has not implicated the conduct of BMW of Westlake or any other entity in connection with their unjust enrichment claim.
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Agency, L.L.C., 210 F.3d 524, 527 (5th Cir. 2000)). “Whether equitable estoppel should be applied
will turn on the facts of each case.” Id. at 8–9 (citing Grigson, 210 F.3d at 527).
In I Sports, a dispute between a consulting company and sports agency, an Ohio court
determined that the agency’s theory of equitable estoppel did not allow the agency to compel
arbitration of the plaintiff’s various tort claims, because the claims were not sufficiently
intertwined with the parties’ consultancy agreement. Id. at 9. The Ohio court reasoned that
although the plaintiff’s claims, such as defamation and tortious interference, “relate[d] to alleged
actions by [the agency] that affected the business relationship and obligations created by the
[parties’] agreement,” the claims were merely “dependent upon the business relationship created
by the agreement,” id. (emphasis added), not the actual “terms within the agreement.” Id. In other
words, the Ohio court found that a party’s claims may “‘touch matters’ concerning [an] agreement”
without implicating equitable estoppel, as long as the party does not seek to rely on its terms. Id.
(citation omitted).
In the present case, Plaintiff raises the sole claim of unjust enrichment against BMWFS for
pocketing $16,735.66 in excess proceeds from an insurance payout stemming from the destruction
of the leased vehicle. Although the Lease covers Plaintiff’s general insurance obligations with
respect to the vehicle, it is “silent on the situation where the insurance proceeds [from vehicle
damage] exceed the amount due under the lease.” Compl., R. 1-1, Page ID #13. Plaintiff asserts
that these excess proceeds relate to “an entirely separate agreement,” namely, the insurance policy
Plaintiff purchased with Cincinnati Insurance Company (the insurer named in the Lease). Appellee
Br., ECF No. 23, 31. Because Plaintiff states that BMWFS kept those excess proceeds, BMWFS’s
alleged conduct stems from “the business relationship created by the [Lease]” and not its actual
terms. I Sports, 813 N.E.2d at 9.
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BMWFS erroneously suggests that equitable estoppel applies because “but for the Lease
of the Vehicle, [Plaintiff] would have no claim whatsoever to the insurance proceeds,” Appellant
Br., ECF No. 19, 30, but in the context of equitable estoppel, a “but for” relationship does not
suffice. See I Sports, 813 N.E.2d at 9 (noting that a party’s claims are not intertwined simply
because they are “dependent upon” an agreement). Therefore, while Plaintiff’s claim “touch[es]
matters concerning the [Lease],” it does not depend upon its terms. Id.
III. CONCLUSION
For the reasons set forth above, we affirm the district court’s order in full.
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