International Flight Resources, LLC v. Aufiero

Background

International Flight Resources, LLC (IFR) alleged that Joseph Aufiero hired it to arrange a private-jet flight and paid a $169,850 deposit. After Aufiero canceled the flight, IFR alleged that it refunded $161,495.49, less its expenses. IFR then learned that Aufiero had sought a refund of the full deposit from American Express. Wells Fargo charged IFR’s merchant-services account for the disputed amount and suspended that account.

IFR alleged that Aufiero later agreed to repay money to IFR, but did not do so. IFR also alleged that it settled its dispute with Wells Fargo in September 2017. The settlement agreement was filed under seal, and portions of its terms remain redacted in the opinion. IFR claimed that Wells Fargo had agreed to restore its ability to process credit-card payments and remove a derogatory comment from its account.

IFR asserted fraud, unjust-enrichment, and breach-of-contract claims against Aufiero and Wells Fargo. IFR also asserted unfair-competition claims against all defendants but withdrew those claims in its briefing. The court had previously dismissed two earlier complaints for failing to adequately plead subject-matter jurisdiction and allowed IFR to amend. The operative complaint was IFR’s Second Amended Complaint.

Claims Against Aufiero

The court held that IFR’s claims against Aufiero were time-barred under New York’s borrowing statute. That statute required the court to apply the shorter limitations period of New York or the state where the claims accrued. Because IFR alleged a purely economic injury and was a Florida company, the court concluded that the claims accrued in Florida and that Florida’s shorter limitations periods applied.

Florida’s four-year limitations period applied to IFR’s fraud, unjust-enrichment, and contract claims. The court determined that the contract claim accrued no later than February 17, 2017, the alleged deadline for Aufiero’s repayment, and that the other claims accrued no later than January 11, 2017. IFR filed this action on April 8, 2021, more than four years after those dates.

The court rejected IFR’s arguments that Florida’s tolling rules extended the filing deadline. It concluded that the absent-defendant tolling rule did not apply because IFR did not show that it was unable to serve Aufiero in New York, and New York’s borrowing statute also prevented that tolling rule from applying under the circumstances. The court likewise found no basis for equitable tolling, which can extend a deadline when a plaintiff diligently pursues its rights but an extraordinary circumstance prevents timely filing. The court therefore granted Aufiero’s motion to dismiss IFR’s claims against him.

Claims Against Wells Fargo

The court applied Delaware law to IFR’s contract claim because the settlement agreement contained a Delaware choice-of-law provision. Under Delaware law, a breach-of-contract claim requires a contractual obligation, a breach, and resulting damage.

The court concluded that the settlement agreement did not mention removing a derogatory comment from IFR’s account and therefore created no contractual obligation to remove one. The court also concluded that the account-related obligation in the settlement concerned a different account from the merchant-services account identified in IFR’s complaint. Because the unambiguous settlement controlled over conflicting allegations, the court held that Wells Fargo had not breached the obligations IFR identified. It granted Wells Fargo’s motion to dismiss the contract claim.

The court applied Florida law to IFR’s fraud and unjust-enrichment claims against Wells Fargo. It held that the fraud claim was barred by Florida’s independent-tort rule because the alleged misrepresentation concerned performance covered by the written settlement agreement. The unjust-enrichment claim also failed because an express contract covered the same subject matter. The court rejected IFR’s argument that it could plead unjust enrichment in the alternative because the parties did not dispute the existence of the settlement agreement. The court granted Wells Fargo’s motion to dismiss the fraud and unjust-enrichment claims.

Leave to Amend and Disposition

IFR asked for permission to file another amended complaint. The court found that IFR did not submit a proposed complaint or identify facts that would cure the defects. It also found that the proposed amendment would be futile: the claims against Aufiero remained untimely, and the evidence IFR offered concerning Wells Fargo’s alleged promise conflicted with the unambiguous settlement agreement and could not be used to vary that agreement.

The court granted Defendants’ motions to dismiss, directed the parties to submit a proposed redacted version of the opinion, terminated the pending motions, and directed the Clerk to close the case. The opinion does not state that the dismissal was with or without prejudice.