PRECISELY SOFTWARE INCORPORATED v. LOQATE INC.

Background

Precisely Software Incorporated brought two claims against Loqate Inc.: breach of contract and, alternatively, unjust enrichment. The dispute concerns alleged overpayments under a software and data licensing agreement.

In 2012, Precisely’s predecessor, Pitney Bowes Software Inc., entered into a licensing agreement with Loqate. In 2018, the parties amended the payment schedule through Addendum #3. The agreement provided for licensing on either an annual fixed-fee basis, subject to a transaction cap, or a per-transaction fee basis.

Precisely alleged that, for customer Kering Italia S.P.A., Pitney Bowes selected the fixed-fee option. Pitney Bowes paid Loqate annual fees of $120,000 in both 2019 and 2020, but also mistakenly paid per-transaction fees for the same period. Precisely alleged that these additional payments exceeded $789,599.46, on top of the $240,000 in annual fixed fees. Pitney Bowes later assigned its rights and obligations under the agreements to Precisely with Loqate’s consent. Precisely alleged that Loqate declined to reimburse the additional payments.

Motion to Dismiss

Loqate moved under Federal Rule of Civil Procedure 12(b)(6), which allows dismissal for failure to state a legally sufficient claim. At this stage, the court generally accepts well-pleaded factual allegations as true and asks whether they plausibly show an entitlement to relief.

Breach of Contract

The court held that Precisely adequately pleaded a breach-of-contract claim. The complaint alleged the existence of the contract, performance through the payments, a breach through Loqate’s alleged acceptance of both types of fees and refusal to refund the excess, and resulting monetary damages. The court rejected Loqate’s argument that Precisely needed to plead additional details about the software, products, customers’ use, or the process for selecting a pricing model. The court stated that Loqate might have strong arguments and evidence, but those issues did not require dismissal at the pleading stage.

The court therefore DENIED Loqate’s motion to dismiss Precisely’s breach-of-contract claim.

Unjust Enrichment

The court also held that Precisely adequately pleaded an alternative unjust-enrichment claim. Under the court’s description, this type of claim concerns receiving a benefit and unfairly keeping it at another party’s expense. Precisely alleged that Loqate received the excess per-transaction payments, was not entitled to them under the contract, and refused to reimburse them.

The court allowed the claim to be pleaded in the alternative, even though it might overlap with the contract claim. Precisely alleged that the contract did not expressly address reimbursement of overpayments and that no adequate contractual remedy existed for that issue. The court therefore DENIED Loqate’s motion to dismiss the unjust-enrichment claim.

Disposition

The court’s order DENIED Loqate’s motion to dismiss. It did not decide whether Precisely ultimately is entitled to reimbursement; it ruled only that both claims were sufficiently pleaded to proceed.