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Terrance D. Rutherford v. Fia Card Services

November 16, 2012


The opinion of the court was delivered by: Dean D. Pregerson United States District Judge



[Dkt. Nos. 47, 50 & 73]

Presently before the court are two Motions to Dismiss Plaintiff's First Amended Complaint ("FAC"). Having considered the submissions of the parties and heard oral argument, the court grants the motions and adopts the following order

I. Background

Plaintiff, a resident of Los Angeles, California, works for Alaska, an Alaska corporation whose principal place of business is in Washington. (FAC ¶¶ 5, 7.) Horizon is Washington corporation with a principal place of business in Washington (FAC ¶ 8). FIA, which operates Bank of America's credit card operations, is a Delaware corporation with a Delaware principal place of business. (FAC ¶ 6). All Defendants do business in California. (FAC ¶ 11.)

The Airlines and FIA entered into a marketing partnership (the "Affinity Agreement"), under which FIA agreed to issue "Alaska Airlines" brand credit cards and make payments to Alaska. (FAC ¶¶ 12, 14, 16.) The Airlines and Bank further agreed that airline employees would be trained by the airlines and paid by the Bank to market the Alaska credit cards to consumers. (FAC ¶¶ 19, 21-22.)

Plaintiff alleges that the airlines made a written offer to Airlines employees, under which employees were promised varying levels of payment for submitting credit card applications that the Bank ultimately processed.*fn1 *fn2 (Id. ¶ 20.) The airlines presented the terms of the Incentive Program and the Bank's offer "through various means including web, email, and flyers." (FAC ¶ 42.) Plaintiff alleges that this offer was accepted, and a contract formed (the "Incentive Contract") once an airline employee sent a completed credit card application to the Bank. (FAC ¶ 27, 29.) Under the Incentive Contract, the Bank was obligated to pay airline employees up to forty-five dollars per application within a period of approximately two-months. (FAC ¶¶ 30, 31). The airlines also allegedly occasionally offered employees additional incentives to submit credit applications, such as cash, trips, and prizes. (FAC ¶¶ 50-51.)

In 2007, Plaintiff submitted approximately 1,000 credit card applications completed by members of his church. (FAC ¶ 65.) Over 500 of the applications were ultimately approved by the bank. (Id.) Nevertheless, the Bank never deposited any payment related to the applications into Plaintiff's paycheck. (Id.)

Plaintiff filed this purported class action against FIA and the Airlines on May 23, 2011, alleging causes of action for breach of contract and unjust enrichment. This court dismissed the complaint, with leave to amend, on March 27, 2012. Plaintiff subsequently filed the FAC. The FAC alleges that both the Bank and Airlines entered into a written, unilateral contract (or contracts, see n. 2 supra) with Plaintiff. (FAC ¶¶ 81, 85.) The FAC further alleges that Bank of America breached the contract each time it failed to pay Plaintiff, and that the Airlines breached the contract each time the Airlines did "not ensure" that Plaintiff was paid. (FAC ¶¶ 88-89.)

The FAC also alleges that Plaintiff is an intended beneficiary of the Affinity Agreement between the Bank and the Airlines. (FAC ¶ 92.) Plaintiff alleges that the Airlines and the Bank both had a duty to make payments to Plaintiff, and that the Bank and Airlines breached that duty by failing to pay Plaintiff or failing to ensure payments were made to him. (FAC ¶¶ 93-96.) The Airlines and the Bank now move to dismiss the FAC in its entirety.

II. Legal Standard

A complaint will survive a motion to dismiss when it contains "sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). When considering a Rule 12(b)(6) motion, a court must "accept as true all allegations of material fact and must construe those facts in the light most favorable to the plaintiff." Resnick v. Hayes, 213 F.3d 443, 447 (9th Cir. 2000). Although a complaint need not include "detailed factual allegations," it must offer "more than an unadorned, the-defendant-unlawfully-harmed-me accusation." Iqbal, 556 U.S. at 678. Conclusory allegations or allegations that are no more than a statement of a legal conclusion "are not entitled to the assumption of truth." Id. at 679. In other words, a pleading that merely offers "labels and conclusions," a "formulaic recitation of the elements," or "naked assertions" will not be sufficient to state a claim upon which relief can be granted. Id. at 678 (citations and internal quotation marks omitted).

"When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement of relief." Id. at 679. Plaintiffs must allege "plausible grounds to infer" that their claims rise "above the speculative level." Twombly, 550 U.S. at 555. "Determining whether a complaint states a plausible claim for relief" is a "context-specific task that ...

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