Plaintiffs, a company and a chief executive officer (CEO) sued defendants, a car dealership and a vice president, alleging multiple claims in connection with defendants alleged failure to pay for services and declaratory judgment with regard to defendants’ overcharge claim. Defendants filed a counter-complaint alleging claims in connection with an alleged overcharge. Defendants also sought an accounting. Plaintiffs moved for summary judgment.
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Overview
The company provided sales leads to retail automobile dealerships. It obtained leads for its dealership customers by designing and implementing national advertising campaigns and direct mail solicitation programs. Plaintiffs claimed that defendants fell behind in payment for this service. Defendants asserted that they had discovered “vast irregularities” in plaintiffs’ services and the amounts that defendants had paid. Defendants’ $ 1,023,575 overcharge accusation was the basis for plaintiffs’ claim for declaratory relief. Plaintiffs contended that the overcharge accusation was also the basis for each of defendants’ counterclaims. The court found that defendants failed to controvert plaintiffs’ prima facie case that they did provide the services paid for by the wire transfers and were entitled to declaratory judgment on the overcharge claim. Because plaintiffs provided the services paid for by the wire transfers the remainder of the counterclaims also failed. Defendants had ample time to purse discovery and failed to set forth what facts it hoped to discover if allowed further discovery. Parties’ litigation attorney san diego appeal.
Outcome
Plaintiffs’ motion for summary judgment was granted.
Overview
HOLDINGS: [1]-Assuming an agreement to negotiate could be enforceable in at least some circumstances, plaintiff’s claims for breach of the parties’ Pre-Negotiation Agreement (PNA) and its implied covenant of good faith and fair dealing failed because the PNA was an illusory bargain; [2]-Although the PNA was unenforceable, plaintiff’s claims for fraud and misrepresentation based on defendants’ pre-PNA statements might be actionable. Although plaintiff failed to plead fraud with sufficient particularity, the district court abused its discretion in dismissing plaintiff’s fraud-based claims pursuant to Fed. R. Civ. P. 9(b) without granting leave to amend; [3]-To the extent plaintiff’s unjust enrichment claim was based on fraudulent inducement, the district court properly dismissed it for failure to plead with particularity, but erred in denying leave to amend.
Outcome
Affirmed in part, reversed in part, and remanded.
