FinWise Bank v. Great American Finance Holdings, LLC

Summary

The United States District Court for the District of Utah denied Great American Finance Holdings, LLC’s motion for partial summary judgment in a dispute with FinWise Bank concerning fees under a Loan Program Agreement and Financial Terms Letter Agreement. The court held that the agreement did not automatically terminate when the notice-and-cure period expired, and that the claimed minimum bank program fees were direct damages rather than barred lost profits. The court also declined to dismiss FinWise’s unjust enrichment claim because the enforceability or scope of the parties’ contract remained disputed.

Holdings

1. The agreement did not automatically terminate when the thirty-day cure period expired. The termination provision gave the nonbreaching party discretionary authority to terminate after notice and failure to cure, and FinWise had not clearly and unequivocally exercised that authority.
2. Great American did not establish that the minimum bank program fees were lost profits or consequential damages excluded by the limitation-of-liability clause. The fees were direct damages because they represented bargained-for compensation and FinWise's primary contractual benefit, flowing naturally from Great American's failure to pay.
3. Summary judgment was not appropriate on the unjust enrichment claim because the parties disputed the scope and enforceability of the agreement after May 17, 2024. Although unjust enrichment generally is unavailable when an enforceable contract governs the subject matter, dismissal at the summary-judgment stage was premature while that issue remained unresolved.

Questions Presented

1. Whether the Loan Program Agreement automatically terminated when the thirty-day notice-and-cure period expired, thereby precluding FinWise from recovering minimum bank program fees accruing after May 17, 2024.
2. Whether the minimum bank program fees were lost profits or consequential damages excluded by the agreement's limitation-of-liability provision.
3. Whether FinWise's unjust enrichment claim was subject to summary judgment because an express contract allegedly governed the parties' rights and obligations.

Disposition

other