Perry Beeney v. FCA US LLC

• Court: Court of Appeals for the Third Circuit
• Decided: September 5, 2025
• Docket: 24-2519
• Status: Unpublished

Opinion

NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ____________

No. 24-2519 ____________

PERRY BEENEY; WENDY BEENEY; NATHAN BENEFIELD; TREVOR COLE; ROBERT COLLINGWOOD; GARY DUTKOWSKI; BILLEY E. ROWLES, JR.; DARELL UPSHAW; JOHN BUCALO; JEFF VANCE; DANIEL CHILDS; SCOTT COOK, on behalf of themselves and all others similarly situated, Appellants

v.

FCA US LLC; STELLANTIS N.V. ____________

On Appeal from the United States District Court for the District of Delaware (District Court No. 1:22-cv-00518) Circuit Judge: Honorable Todd M. Hughes* ____________

Submitted Pursuant to Third Circuit L.A.R. 34.1(a) on May 20, 2025 ____________

Before: PHIPPS, CHUNG, and ROTH, Circuit Judges

(Filed: September 5, 2025)

* Honorable Todd M. Hughes, Circuit Judge of the United States Court of Appeals for the Federal Circuit, sitting by designation pursuant to 28 U.S.C. § 291(b). ____________

OPINION** ____________

CHUNG, Circuit Judge.

Plaintiff-Appellants (together, “Plaintiffs”) sued FCA US LLC, a car

manufacturer, alleging it violated eleven states’ consumer-protection statutes and

common law doctrines of unjust enrichment and money had and received. Their claims

were premised on FCA’s practice of profiting from the “destination charges” that it levies

on dealers and that dealers allegedly passed on to Plaintiffs when Plaintiffs purchased or

leased FCA’s vehicles. Because Plaintiffs did not plausibly allege that FCA engaged in

deceptive or unfair conduct, we will affirm as a proper exercise of discretion the District

Court’s denial of the Plaintiff-Appellants’ motion to file a Second Amended Complaint.

I. BACKGROUND1

When purchasing or leasing a new car from a dealer, consumers look to the car’s

window sticker to determine its price and specifications. Window stickers list, among

other things, the manufacturer’s suggested retail price (“MSRP”) and the destination

charge. The destination charge (also known as a “vehicle-delivery surcharge”) reflects

the cost incurred by the manufacturer to ship the assembled vehicle to a dealership.

** This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. 1 Because we write for the parties, we recite only the facts pertinent to our decision. The facts herein are taken from the proposed Second Amended Complaint (and to a lesser extent, the First Amended Complaint) and deemed to be true. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

2 Studies have shown that consumers tend to primarily consider the MSRP, not additional

fees like the destination charge, when they look to lease or purchase a car.

Plaintiffs purchased or leased new vehicles manufactured by Defendant-Appellee

FCA,2 maker of brands like Fiat, Chrysler, Jeep, Dodge, Ram, and Maserati. FCA has

increased the destination charges on its vehicles significantly within the past decade, and

FCA’s destination charges are higher than those of its competitors. The destination

charge is listed on each vehicle’s window sticker and reflects the price actually paid by

the dealer to FCA. FCA’s destination charges bill dealers (and, in turn, consumers) more

than the actual cost of delivering the vehicles to dealerships.

Plaintiffs sued FCA alleging violations of eleven states’ consumer-protection

statutes3 and common law doctrines of unjust enrichment and money had and received.

In the various versions of their complaint, Plaintiffs assert that FCA’s destination charge

practices allow it to create the illusion that its MSRPs are competitive—thereby

deceptively attracting consumers—while still selling its vehicles for overall higher prices.

While acknowledging that they do not have direct contracts with FCA, Plaintiffs allege

that their money (and other proposed-class members’ money) directly passed through to

FCA when they paid the destination charge to dealers.

2 Plaintiffs initially named Stellantis N.V., a Dutch corporation, as a Defendant in this action. FCA is a subsidiary of Stellantis. Before filing their motion for leave to file a Second Amended Complaint, Plaintiffs voluntarily dismissed their claims against Stellantis without prejudice. 3 Those states are Florida, Georgia, Illinois, Iowa, Michigan, Missouri, New York, North Carolina, Ohio, Pennsylvania, and Texas.

3 FCA moved to dismiss Plaintiffs’ First Amended Complaint (“FAC”) under Rule

12(b)(6), and the District Court granted FCA’s motion without prejudice to Plaintiffs’

opportunity to amend. Plaintiffs then sought leave under Rule 15 to file a Second

Amended Complaint (“SAC”). The District Court denied Plaintiffs such leave because it

concluded that the SAC failed to remedy the FAC’s deficiencies and that any further

attempts to amend would be futile. Plaintiffs timely appealed the District Court’s denial

of their motion to file the SAC.4

We will affirm the District Court’s denial as a proper exercise of its discretion.

II. DISCUSSION5

“The court should freely give leave [to amend a complaint] when justice so

requires.” Fed. R. Civ. P. 15(a)(2). A district court may deny leave to amend where it is

apparent from the record that “the amendment would be futile.” Lake v. Arnold, 232 F.3d

360, 373 (3d Cir. 2000) (citing Foman v. Davis, 371 U.S. 178, 182 (1962)). An

amendment is futile if the complaint, as amended, does not state a claim upon which

relief can be granted. See In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1434

(3d Cir. 1997). This is the same standard as a motion to dismiss under Rule 12(b)(6). Id.

“A District Court has discretion to deny a plaintiff leave to amend where the plaintiff was

4 Plaintiffs do not appeal the District Court’s dismissal of the FAC. 5 We have jurisdiction to review the District Court’s decision to deny leave to amend under 28 U.S.C. § 1332(d)(2) and 28 U.S.C. § 1291. “[W]e review the District Court’s denial of leave to amend for abuse of discretion, and review de novo its determination that amendment would be futile.” U.S. ex rel. Schumann v. Astrazeneca Pharms. L.P., 769 F.3d 837, 849 (3d Cir. 2014).

4 put on notice as to the deficiencies in his complaint, but chose not to resolve them.”

Schumann, 769 F.3d at 849 (internal citations and quotations omitted).

To determine whether a complaint states a claim upon which relief can be granted,

we “accept all of the complaint’s well-pleaded facts as true, but may disregard any legal

conclusions.” Fowler v. UPMC Shadyside, 578 F.3d 203, 210–11 (3d Cir. 2009) (citing

Iqbal, 556 U.S. at 678). “When there are well-pleaded factual allegations, a court should

assume their veracity and then determine whether they plausibly give rise to an

entitlement to relief.” Iqbal, 556 U.S. at 679.

A. Failure to State Consumer Protection Claims

Plaintiffs bring claims under the eleven states’ consumer protection statutes.

Those statutes vary somewhat, but all require proof of a deceptive act or unfair practice

and most require proof of resulting damages.6 See, e.g., Marrache v. Bacardi U.S.A.,

Inc., 17 F.4th 1084, 1097 (11th Cir. 2021) (applying Florida law).

6 See, e.g., Ussery v. Goodrich Restoration, Inc., 800 S.E.2d 606, 611 (Ga. Ct. App. 2017) (applying Georgia law); McIntosh v. Walgreens Boots All., Inc., 135 N.E.3d 73, 80 (Ill. 2019) (applying Illinois law); McKee v. Isle of Capri Casinos, Inc., 864 N.W.2d 518, 532 (Iowa 2015) (applying Iowa law); Brownlow v. McCall Enters., Inc., 888 N.W.2d 295, 307 n.5 (Mich. Ct. App. 2016) (applying Michigan law); Murphy v. Stonewall Kitchen, LLC, 503 S.W.3d 308, 311 (Mo. Ct. App. 2016) (applying Missouri law); Himmelstein, McConnell, Gribben, Donoghue & Joseph, LLP v. Matthew Bender & Co., Inc., 171 N.E.3d 1192, 1197 (N.Y. 2021) (applying New York law); Duffy v. Camp, 882 S.E.2d 675, 696 (N.C. Ct. App. 2022) (applying North Carolina law); Grgat v. Giant Eagle, Inc., 135 N.E.3d 846, 851 (Ohio Ct. App. 2019) (applying Ohio law); Am. Express Bank, FSB v. Martin, 200 A.3d 87, 94–95 (Pa. Super. Ct. 2018) (applying Pennsylvania law); Doe v. Boys Clubs of Greater Dall., Inc., 907 S.W.2d 472, 478 (Tex. 1995) (applying Texas law); but see Loury v. Westside Auto. Grp., 199 N.E.3d 62, 71 (Ohio Ct. App. 2022) (In certain circumstances not applicable here, “R.C. 1345.09(B) [Ohio’s Consumer Sales Practices Act] provides that where a consumer is unable to prove actual

5 In their proposed SAC, Plaintiffs argue that FCA’s destination charge practices

violate those consumer protection statutes because FCA “misrepresents” the total cost of

Plaintiffs’ vehicles “by omitting mandatory fees from advertised prices and

misrepresenting the nature and purpose of fees.” App. 233. In granting FCA’s first

motion to dismiss, the District Court concluded that Plaintiffs had not plausibly alleged

that this pricing practice was deceptive or unfair, nor that it caused them damages. The

proposed SAC similarly fails to state a claim for relief for violation of the eleven

consumer protection statutes.

First, in the proposed SAC, Plaintiffs still do not plausibly allege that the

destination charges were deceptive or unfair. Plaintiffs have not claimed, for example,

that the destination charge they paid was higher than the amount FCA charged the

dealers, allowing the dealers to make a secret profit from destination charges paid by

consumers. Further, even if FCA’s destination charges are higher than its competitors,

Plaintiffs have failed to allege how those accurately-disclosed higher charges, published

clearly on the vehicles’ window stickers, are in and of themselves, deceptive or unfair. To

the extent that Plaintiffs are arguing that the term “destination charge” communicates that

it is an at-cost delivery fee for each individual vehicle’s delivery to each specific

dealership, this argument fails as Plaintiffs themselves state that the fee is understood to

represent an “average” cost of delivery from manufacturer to dealer nationwide. App.

201–202. Finally, to the extent that Plaintiffs are arguing that the term “destination

damages, he or she is entitled to an alternative statutory award of $200 for a CSPA violation.”).

6 charge” signals that it represents the cumulative cost of car deliveries with no eventual

profit to the manufacturer, or that FCA had a duty to disclose such profit, we agree with

the District Court that these theories generally would be unsuccessful in the eleven state

jurisdictions listed.

However, even if FCA’s destination charge practices were deceptive, Plaintiffs

have not plausibly alleged that those practices caused Plaintiffs to suffer damages. Most

critically, Plaintiffs do not state that the destination charges caused them to pay more than

they would have otherwise paid for their vehicles. Nor could Plaintiffs make such

allegations because Plaintiffs purchased or leased their vehicles from car dealers, with

whom they could undertake price negotiations, rather than directly from FCA. Any

number of factors could go into a dealer’s pricing, and those factors could be entirely

divorced from the destination charge. If Plaintiffs paid more for their vehicles than the

sum of the MSRP and the actual cost incurred by FCA to ship the vehicles to the

dealership, that heightened price would be attributable only to the dealers, not to FCA.

Indeed, some of the individual plaintiffs allege that they paid less than the sum of

the MSRP and the destination charge. These plaintiffs have also not plausibly alleged

damages resulting from FCA’s markup of their vehicles’ destination charges as they fail

to state that, but for FCA’s markup, negotiations with dealers would have resulted in an

even steeper discount. Even if they had made such assertions, they fail to plausibly

allege that FCA, not the dealer, would be responsible for that purportedly smaller

discount. See, e.g., App. 180–81 (citing third-party sources, not FCA (nor dealers), as

7 advising consumers that destination charges are not generally negotiable). Plaintiffs have

therefore failed to establish that FCA caused them to suffer damages.

In any case, the Plaintiffs fail to state a claim as to each of the eleven states for one

or the other (or both) of the reasons listed above.

B. Failure to State Money Had and Received Claims

Plaintiffs also allege that FCA’s destination charge practices violate the same

eleven states’ common law doctrines of money had and received. While not identical,

these doctrines all require the same essential elements: Plaintiffs must establish that FCA

holds money that “in equity and good conscience” belongs to Plaintiffs. See, e.g., Seals

v. Major, 874 S.E.2d 423, 429 n.17 (Ga. Ct. App. 2022) (internal quotation marks

omitted) (applying Georgia law).7

This claim fails though, because, again, Plaintiffs purchased or leased their cars

from dealers, not from FCA, and thus, Plaintiffs paid no money directly to FCA. While

7 See, e.g., In re Standard Jury Instructions—Cont. and Bus. Cases, 116 So. 3d 284, 332 (Fla. 2013) (applying Florida law); Seals, 874 S.E.2d at 429 n.17 (applying Georgia law); Drury v. McLean County, 433 N.E.2d 666, 670 (Ill. 1982) (applying Illinois law); Key Pontiac, Inc. v. Blue Grass Sav. Bank, 265 N.W.2d 906, 908 (Iowa 1978) (applying Iowa law); Youmans v. Charter Twp. of Bloomfield, 969 N.W.2d 570, 598 (Mich. Ct. App. 2021) (applying Michigan law); Ward v. Luck, 242 S.W.3d 473, 476 (Mo. Ct. App. 2008) (citing Invs. Title Co., Inc. v. Hammonds, 217 S.W.3d 288, 293 (Mo. 2007) (en banc)) (applying Missouri law); Lebovits v. Bassman, 992 N.Y.S.2d 316, 318 (N.Y. App. Div. 2014) (applying New York law); Cole v. Wagner, 150 S.E. 339, 340–41 (N.C. 1929) (applying North Carolina law); Hummel v. Hummel, 14 N.E.2d 923, 926 (Ohio 1938) (applying Ohio law); Hughey v. Robert Beech Assocs., 378 A.2d 425, 427 (Pa. Super. Ct. 1977) (applying Pennsylvania law); Norhill Energy LLC v. McDaniel, 517 S.W.3d 910, 917 (Tex. App. 2017) (citing Plains. Expl. & Prod. Co. v. Torch Energy Advisors Inc., 473 S.W.3d 296, 302 n.4 (Tex. 2015)) (applying Texas law).

8 Plaintiffs argue that dealers “remit[ted]” Plaintiffs’ destination charges to FCA,

Appellants’ Opening Br. 9, this theory fails to plausibly allege that the destination charge,

or any portion thereof, in equity and good conscience belongs to Plaintiffs. That is

because Plaintiffs do not dispute the validity or fairness of the terms of their underlying

lease or purchase contracts with the dealers. Accordingly, Plaintiffs fail to allege that any

purported remittance of the destination charge back to manufacturers pursuant to those

contracts, rightfully belongs to themselves rather than to the dealers. As Plaintiffs have

failed to plausibly allege a claim for money had and received, amendment of this claim

would be futile. See Lake, 232 F.3d at 373.

C. Failure to State Unjust Enrichment Claims

Last, Plaintiffs allege that FCA’s destination charges violate the same eleven

states’ common law doctrines of unjust enrichment. Each state’s doctrine requires

Plaintiffs to establish that FCA received some unfair benefit from Plaintiffs.8

8 Duty Free World, Inc. v. Miami Perfume Junction, Inc., 253 So. 3d 689, 693 (Fla. Dist. Ct. App. 2018) (applying Florida law); St. Paul Mercury Ins. Co. v. Meeks, 508 S.E.2d 646, 648 (Ga. 1998) (applying Georgia law); HPI Health Care Servs., Inc. v. Mt. Vernon Hosp., Inc., 545 N.E.2d 672, 678–79 (Ill. 1989) (applying Illinois law); State Dept. of Hum. Servs. ex rel. Palmer v. Unisys Corp., 637 N.W.2d 142, 154–55 (Iowa 2001) (applying Iowa law); Barber v. SMH (US), Inc., 509 N.W.2d 791, 796 (Mich. Ct. App. 1993) (applying Michigan law); Howard v. Turnbull, 316 S.W.3d 431, 436 (Mo. Ct. App. 2010) (applying Missouri law); Greenfield v. Long Beach Imaging Holdings, LLC, 981 N.Y.S.2d 135, 137 (N.Y. App. Div. 2014) (applying New York law); Butler v. Butler, 768 S.E.2d 332, 336 (N.C. Ct. App. 2015) (applying North Carolina law); HAD Enters. v. Galloway, 948 N.E.2d 473, 477 (Ohio Ct. App. 2011) (applying Ohio law); Schenck v. K.E. David, Ltd., 666 A.2d 327, 328 (Pa. Super. Ct. 1995) (applying Pennsylvania law); Lee v. Lee, 411 S.W.3d 95, 111–12 (Tex. App. 2013) (applying Texas law).

9 Plaintiffs’ unjust enrichment claim fails for the same reasons as Plaintiffs’ other

claims. Plaintiffs fail to plausibly allege that FCA engaged in deceptive or unfair conduct,

and that FCA has been unjustly enriched as a result (again, Plaintiffs bought their cars from

dealers, not from FCA directly). Thus, FCA has not accepted any unjust benefit from

Plaintiffs.

D. Denial of Leave to Amend was a Proper Exercise of Discretion

The District Court dismissed the FAC based upon the pleading deficiencies above.

Despite being “on notice as to the[se] deficiencies,” Schumann, 769 F.3d at 849 (quoting

Krantz v. Prudential Invs. Fund Mgmt. LLC, 305 F.3d 140, 144 (3d Cir. 2002)), Plaintiffs

failed to address them in their proposed SAC and, like the FAC, the SAC fails to state a

claim upon which relief can be granted.

III. CONCLUSION

As the District Court’s denial of Plaintiffs’ motion for leave to amend was a proper

exercise of discretion, we will affirm.