TTEC Digital, LLC v. Go Configure, LLC

Background

TTEC Digital sued Go Configure for breach of contract, breach of the implied duty of good faith and fair dealing, and unjust enrichment. The dispute involved three agreements:

- A 2019 Master Sales Agreement between Avtex Solutions, LLC and Step2 Discovery, LLC. The opinion states that Avtex was later acquired by TTEC, and that Step2’s rights were later assigned to Installations, LLC, doing business as Go Configure, whose assets Go Configure agreed to purchase. - An April 2021 Statement of Work under which Go Configure agreed to a three-year commitment for Genesys Cloud platform services. - A Genesys Cloud End User Agreement governing access to and use of the Genesys Cloud service.

The Master Sales Agreement allowed the client to terminate the provision of services on 30 days’ written notice, with or without cause. The End User Agreement allowed termination for cause under specified circumstances. In March 2023, Go Configure sent TTEC a notice stating that it intended to terminate the Genesys Cloud subscription and payments. TTEC rejected the attempted termination and said Go Configure would materially breach the agreements if it did not continue paying through May 2, 2024. The complaint alleged that Go Configure made no payments after TTEC’s rejection letter.

Breach-of-contract claim

The court held that the Master Sales Agreement’s termination provision applied to the Statement of Work. The Statement of Work stated that it was made under the Master Sales Agreement and did not contain its own termination provision.

The court separately concluded that the End User Agreement’s termination provision applied to the End User Agreement itself, not to the Statement of Work. The End User Agreement governed the license and use of the Genesys Cloud service, while the Statement of Work addressed the products, prices, and subscription term. Because the agreements addressed different subjects, the court found no conflict between their termination provisions.

The court therefore concluded that, as currently alleged, Go Configure could terminate the three-year commitment without cause. TTEC’s breach-of-contract claim consequently failed to state a claim.

Implied duty of good faith and fair dealing

The court dismissed the second cause of action because the complaint did not identify specific conduct beyond the alleged contract breach. It found that the allegations merely recited the existence of the implied duty and asserted that Go Configure had breached it. The court also noted that TTEC’s opposition relied on allegations placed under the heading that Go Configure had breached its contractual commitment, rather than on specific additional conduct.

Unjust enrichment

The court declined to dismiss the unjust-enrichment claim on the ground that such a claim might not be legally available under California law. It explained that the Ninth Circuit has recognized an unjust-enrichment theory through quasi-contract, which can seek restitution instead of contract damages in some circumstances.

The court nevertheless dismissed the third cause of action because TTEC had not alleged facts showing that the express contracts were void, rescinded, procured by fraud, unenforceable, or ineffective. The court also noted that TTEC could plead restitution in the alternative, but could not pursue a quasi-contract claim for a subject covered by an enforceable agreement. TTEC’s assertion that the agreements were valid and binding undermined its unjust-enrichment theory as pleaded.

Disposition

Judge Jacquelyn Scott Corley granted Go Configure’s motion to dismiss all three causes of action, with leave to amend. The court set September 18, 2025, as the deadline for an amended complaint, provided TTEC could amend consistently with Federal Rule of Civil Procedure 11. The court prohibited adding new claims or defendants without prior court permission and set an initial case-management conference for October 1, 2025, at 2:00 p.m. by video.