WATM LLC d/b/a Stevens & Associates/Stevens Management Associates v. Payment Alliance International, Inc. v. Richard S. Townley, an individual

Summary

The United States District Court for the Western District of Washington resolves the parties’ cross-motions for summary judgment in a dispute concerning the withholding of processing fees generated by scrip ATMs. The court grants WATM LLC and Richard Townley’s motion, grants in part and denies in part Payment Alliance International’s motion, dismissing PAI’s unjust enrichment claim and WATM’s accounting claim while allowing WATM’s unjust enrichment and conversion claims to proceed. The excerpt concludes during the discussion of PAI’s fraud counterclaim.

Holdings

1. PAI could not establish unjust enrichment because it failed to show that WATM received a benefit at PAI's expense or that PAI provided WATM a compensable benefit by exposing it to legal or business risk.
2. PAI was not entitled to summary judgment on WATM's unjust-enrichment claim merely because WATM might be a third-party beneficiary of the ISR Agreement.
3. Summary judgment was improper on WATM's conversion claim because disputed facts existed concerning whether WATM was bound by the scrip-terminal prohibition and whether PAI's retention of the fees was wrongful.
4. WATM could not compel an accounting because it failed to establish a fiduciary relationship with PAI.
5. PAI's fraud claim failed because PAI presented no evidence of actual damages; unmaterialized legal or business risk was insufficient on this record to satisfy the damages element.

Questions Presented

1. Whether PAI was entitled to summary judgment on its unjust-enrichment counterclaim based on the services, fees, and alleged business risk associated with WATM's scrip-terminal transactions.
2. Whether PAI was entitled to summary judgment against WATM's unjust-enrichment claim because WATM allegedly was a third-party beneficiary of the ISR Agreement.
3. Whether factual disputes concerning WATM's knowledge of and obligation to comply with the ISR Agreement's scrip-terminal prohibition precluded summary judgment on WATM's conversion claim.
4. Whether WATM could compel an accounting absent evidence of a fiduciary relationship with PAI.
5. Whether PAI's fraud counterclaim failed for lack of evidence of actual damages, and whether Townley could be held personally liable.

Disposition

other