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LLC v. Blackhawk Group, LLC

United States District Court, W.D. Wisconsin

October 1, 2019

COLUMBIA RIVER TECHNOLOGIES 1, LLC, Plaintiff,
v.
BLACKHAWK GROUP LLC, TIMOTHY A. CARNES, COIN MINER, LLC, Defendants.

          OPINION AND ORDER

          James D. Peterson District Judge.

         Plaintiff Columbia River Technologies 1, LLC is suing defendants Blackhawk Group LLC, Timothy A. Carnes, and Coin Miner LLC, for failing to timely deliver Bitcoin mining equipment as promised. Columbia River asserts claims for breach of contract, unjust enrichment, and violations of the Washington Consumer Protection Act. The court may exercise jurisdiction under 28 U.S.C. § 1332 because Columbia River alleges that all of its members are citizens on Washington, the defendants are citizens of other states, and the defendants breached an agreement worth hundreds of thousands of dollars.[1]

         Defendants Blackhawk and Carnes (Blackhawk's managing member) move to dismiss all of Columbia River's claims against them. Dkt. 22. (Coin Miner has not filed its own motion or joined the other defendants' motion.) Columbia River doesn't oppose the dismissal of its claims against Carnes for breach of contract and unjust enrichment, see Dkt. 33, at 22, so the court will grant the motion to dismiss as to those claims. The court will also dismiss the claim under the Washington Consumer Protection Act. Columbia River hasn't plausibly alleged that defendants' conduct implicates a public interest, which is one of the elements under the Act. But Columbia River has stated a claim against Blackhawk for breach of contract and unjust enrichment, so the court will allow those claims to proceed.

         Defendant Blackhawk also moves for leave to deposit funds with the court. Dkt. 25. Because Blackhawk hasn't identified a useful purpose that the deposit would serve, the court will deny that motion.

         ANALYSIS

         A. Motion to dismiss

         1. Breach of contract

         Columbia River contends that Blackhawk breached its contract by failing to deliver Bitcoin mining equipment that Columbia River had ordered and paid for. Blackhawk doesn't deny that it sells such equipment or that it received payment for equipment that was to be delivered to Columbia River. But Blackhawk contends that Columbia River failed to adequately allege that it had an agreement with Blackhawk. Rather, Blackhawk says Columbia River has only alleged that it dealt with and paid Coin Miner, which then contracted separately with Blackhawk.

         Both sides assume that Blackhawk can be held liable for violating a contract between Columbia River and Coin Miner, so long as Coin Miner was acting as Blackhawk's agent at the time. See 12 Richard A. Lord, Williston on Contracts § 35:34 (4th ed. 2012) (“[A] principal is bound by, and is liable on, a contract executed properly by its agent, within the actual or apparent authority of the agent, and with the understanding that the agent is contracting on behalf of the principal.”). And Blackhawk acknowledges that Columbia River alleges multiple times in its complaint that Coin Miner was acting as Blackhawk's agent, but Blackhawk contends that Columbia River hasn't adequately alleged an agency relationship between Blackhawk and Coin Miner.

         The court of appeals has cautioned district courts against requiring plaintiffs to plead facts they can't be expected to know without discovery. Olson v. Champaign Cty., Ill., 784 F.3d 1093, 1100 (7th Cir. 2015) (“Plaintiffs' pleading burden should be commensurate with the amount of information available to them.”). And Columbia River doesn't have access to the internal agreements between Blackhawk and Coin Miner. At the pleading stage, it is reasonable to infer that Coin Miner was acting as Blackhawk's agent from Columbia River's allegations that Coin Miner: informed Columbia River about Blackhawk's equipment; represented that Blackhawk's equipment could be delivered promptly; touted Blackhawk's reputation and trustworthiness; and accepted payment on behalf of Blackhawk. Dkt. 1, ¶¶ 16-24. See also Dkt. 33, at 5 (Columbia River allege in its brief that it “made a payment to Blackhawk through Coin Miner”).[2] These allegations are sufficient to give Blackhawk “fair notice of what the . . . claim is and the grounds upon which it rests” and include “enough details about the subject-matter of the case to present a story that holds together.” Swanson v. Citibank, N.A., 614 F.3d 400, 404 (7th Cir. 2010) (summarizing federal pleading standard). If the facts show later that Blackhawk and Coin Miner didn't have an agency relationship and that Blackhawk didn't otherwise have a contract with Columbia River, Blackhawk may file a motion for summary judgment at the appropriate time.

         2. Unjust enrichment

         To establish a claim for unjust enrichment, the plaintiff must prove three things: (1) the plaintiff conferred a benefit upon the defendant; (2) the defendant had an appreciation or knowledge of the benefit; and (3) the defendant accepted or retained the benefit under circumstances making it inequitable for the defendant to retain the benefit without payment of its value. Buckett v. Jante, 2009 WI.App. 55, ¶ 10, 316 Wis.2d 804, 812, 767 N.W.2d 376, 380. (For the purpose of the motion to dismiss, the parties assume that Wisconsin law governs the common-law claims.)

         Blackhawk seeks dismissal of this claim on three grounds: (1) Columbia River hasn't alleged that it gave a benefit to Blackhawk; (2) Columbia River's claim for unjust enrichment is inconsistent with its breach of contract claim; and (3) Blackhawk hasn't retained a benefit because it has moved to deposit with the court the funds it received from Coin Miner for the equipment Columbia River ordered. The court rejects each of these contentions.

         a. ...


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