Uhlig LLC v. Corelogic, Inc.
| Decision Date | 30 September 2022 |
| Docket Number | 21-2543-DDC-GEB |
| Parties | UHLIG LLC, Plaintiff/Counter Defendant, v. CORELOGIC, INC., et al., Defendants/Counter Claimants. |
| Court | U.S. District Court — District of Kansas |
Plaintiff Uhlig LLC (“Uhlig”) has filed a Motion to Dismiss Amended Counterclaims. Doc. 35. The motion asks the court to dismiss each of the eight claims that defendant CoreLogic Solutions, LLC[1] (“CoreLogic) has asserted against Uhlig in its “Answer, Affirmative Defenses, and Counterclaims to Amended Complaint” (Doc 67).[2] For reasons that follow, the court grants the motion. And, it dismisses all eight claims that CoreLogic has asserted in its Counterclaim against Uhlig.
The following facts come from Uhlig's Amended Complaint (Doc 63) or CoreLogic's Counterclaim (Doc. 67). The court accepts the facts as true and views them in the light most favorable to CoreLogic, the party opposing the motion to dismiss. Doe v. Sch. Dist. No. 1, 970 F.3d 1300, 1304 (10th Cir. 2020) ().
Uhlig is a “national provider . . . of resale and lender processing information for common interest communities, including but not limited to homeowner associations, condominiums, coops, and similar communities, wherein the deed to property is encumbered by certain obligations to the common community[.]” Doc. 63 at 1 . Uhlig alleges that it “provides time-sensitive data and other information regarding Common Interest Communities and their residents . . . to retail customers under contractual terms and conditions set forth in [Uhlig's] website, registration, upload and ordering agreements and expressly accepted as a condition of doing business with” Uhlig. Id. at 1-2 . Uhlig “does business under the brands CondoCerts™ and WelcomeLink®[.]” Id. at 2 .
CoreLogic “is a global property information, analytics and data-enabled services provider.” Doc. 67 at 12 (Countercl. ¶ 7). “One of CoreLogic's products is CondoSafe,” which “is a national service for lenders that provides condominium-project data and analytics.” Id. As part of a lender's due diligence in the mortgage underwriting process, the lender typically asks the condominium owners association (“COA”) for a condominium or other common-interest project “to provide due diligence information, such as a condominium questionnaire, COA governing documents, annual budget, capital reserves, litigation documents, [and] engineer's report,” among other data. Id. at 12-13 (Countercl. ¶ 9). CoreLogic collects this data by contacting the COA and requesting that it provide the data. Id. at 13 (Countercl. ¶ 11). Sometimes, however, the COA outsources the task of providing the requested data to a third party vendor, such as Uhlig. Id. at 14 (Countercl. ¶¶ 12-14). In this third party vendor role, Uhlig collects condominium data from COAs and then “sells it for a fee via its websites CondoCerts.com and Welcomelink.com.” Id. (Countercl. ¶ 13). Uhlig has entered exclusivity arrangements with COAs, making Uhlig the “sole source for third parties seeking to obtain” condominium data. Id. (Countercl. ¶¶ 13-14).
In the past, CoreLogic has purchased data from Uhlig and a predecessor company who it used for CoreLogic's products. See generally Id. at 15-20 (Countercl. ¶¶ 22-40). In 2015, Mutual of Omaha owned CondoCerts. Id. at 15 (Countercl. ¶ 22). At that time, CoreLogic was buying data from CondoCerts (and WelcomeLink) to use for CoreLogic's product for mortgage lenders and investors. Id. But then, CondoCerts told CoreLogic that “it had an issue with CoreLogic placing orders and using CondoCerts for CoreLogic's product.” Id. And, for “a short period of time,” CondoCerts stopped filling CoreLogic orders. Id.
To resolve the dispute, CoreLogic arranged a meeting with CondoCerts during a 2015 conference held in Las Vegas and attended by both CondoCerts and CoreLogic. Id. (Countercl. ¶ 23). A CoreLogic representative met with two CondoCerts representatives. Id. At the meeting, CoreLogic provided the CondoCerts representatives a one-page document labeled “Draft CondoCerts order process.” Id. at 16 (Countercl. ¶ 24); see also Doc. 6-2 at 6 (2015 Agreement).[3] It “described CoreLogic's order process and use of data from the CondoCerts website.” Doc. 67 at 16 (Countercl. ¶ 24). The CoreLogic representative “verbally explained the process and how CoreLogic used data from CondoCerts for CoreLogic's product, and proposed to continue to follow that process going forward.” Id. As consideration for the CondoCert's agreement to provide the data, “CoreLogic agreed to continue placing orders with CondoCerts[.]” Id. CoreLogic agreed to “place a separate order with CondoCerts for each request CoreLogic fulfilled for a customer, even where CoreLogic already had received the data from CondoCerts[.]” Id. The two CondoCerts representatives agreed to this agreement, which CoreLogic calls the “2015 Agreement.” Id.
Two years later, in 2017, Uhlig acquired CondoCerts. Id. at 17 (Countercl. ¶ 28). In 2018, CoreLogic contacted Uhlig about the 2015 Agreement, and Uhlig responded that it wasn't familiar with the agreement. Id. (Countercl. ¶ 29). Instead, Uhlig told CoreLogic that its terms and conditions are on its website, that Uhlig does not offer its product and services outside those terms, and that Uhlig “would ‘not be able to enter into the agreement [CoreLogic] propose[d].'” Id. In response, CoreLogic told Uhlig that it “had an agreement with [CondoCerts] on [their] relationship[,]” that CoreLogic has “been doing business with CondoCerts for many years[,]” and that “the way [CoreLogic does] business with [Uhlig] is not aligned with Uhlig's standard terms and conditions.” Id. (Countercl. ¶ 31) (internal quotation marks omitted). Uhlig asked for more detail about the agreement CoreLogic was seeking, and CoreLogic responded “by providing two different documents the parties could use to further memorialize the 2015 Agreement and noting that all [CoreLogic was] looking to do is memorialize [its] existing relationship” with CondoCerts. Id. (Countercl. ¶ 32) (internal quotation marks omitted). Uhlig never responded to CoreLogic about memorializing an agreement between the parties. Id. at 18 (Countercl. ¶ 33).
After that exchange, CoreLogic continued to buy data from Uhlig's website and use it in the same manner as it had since 2015. Id. at 18, 19 (Countercl. ¶¶ 33, 37). CoreLogic asserts that Uhlig “was aware” that CoreLogic was buying data from its websites and using it “without restriction” as the 2015 Agreement permitted it to do, and that Uhlig “consented to such use.” Id. at 18 (Countercl. ¶ 34).
In June 2021, Uhlig's legal counsel sent CoreLogic a letter notifying CoreLogic that it was “violating Uhlig's terms of service because it was purchasing data from Uhlig for prohibited commercial purposes.” Id. at 19-20 (Countercl. ¶ 39); see also Doc. 6-4 at 13-15 (June 29, 2021 letter). On July 26, 2021, CoreLogic responded to Uhlig's letter, asserting that Uhlig “has known for years of both CoreLogic's purchasing of the data and the commercial purpose for which the data was purchased.” Id. at 20 (Countercl. ¶ 40). Uhlig didn't respond to CoreLogic's July 2021 letter for three and one-half months. Id. (Countercl. ¶ 41). Then, on November 9, 2021, Uhlig sent CoreLogic another letter notifying CoreLogic that Uhlig was terminating CoreLogic's access to its services based on CoreLogic's violation of Uhlig's consumer agreements. Id. (Countercl. ¶ 42); see also Doc. 6-4 at 25-27 (Nov. 9, 2021 letter). This lawsuit followed.
Uhlig sued CoreLogic, claiming (1) violations under the Lanham Act, 47 U.S.C. § 1125(a)(1) for CoreLogic's alleged unauthorized use of Uhlig's trademarks, (2) breach of contract for CoreLogic's alleged violation of Uhlig's Terms of Use Agreement, (3) breach of contract for CoreLogic's alleged violation of Uhlig's Account Registration Agreement, (4) breach of contract for CoreLogic's alleged violation of Uhlig's Information Upload Agreement, (5) breach of contract for CoreLogic's alleged violation of Uhlig's Order Submission Agreement, (6) fraud, (7) tortious interference with business expectancy, and (8) violation of the Delaware Deceptive Trade Practices Act, Del. Code Ann. tit. 6, §§ 2531-2536. Doc. 63 at 12- 18 (Compl. ¶¶ 58-108).[4] CoreLogic responded to Uhlig's lawsuit by filing an Answer and Counterclaim. Doc. 67.
CoreLogic's Counterclaim asserts claims against Uhlig for: (1) breach of contract, (2) breach of the covenant of good faith and fair dealing, (3) tortious interference with contractual relations, (4) promissory estoppel, (5) unlawful exclusivity arrangements violating Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1, (6) attempted monopoly violating Section 2 of the Sherman Antitrust Act, 15 U.S.C. § 2, (7) unlawful exclusivity arrangements violating Section 3 of the Clayton Act, 15 U.S.C. § 14, and (8) violation of the Delaware Consumer Fraud Act, Del. Code Ann. tit. 6, §§ 2511-2528. Id. at 25-38 (Countercl. ¶¶ 59-141).
Invoking Fed.R.Civ.P. 12(b)(6), Uhlig now moves the court to dismiss all eight claims that CoreLogic asserts against Uhlig in the Counterclaim. It asserts that CoreLogic's eight claims fail to state a claim for relief. The court grants Uhlig's motion, and explains why, below.
Fed. R Civ. P. 12(b)(6) allows a party to move the court to dismiss an action for failing “to state a claim upon which relief can...
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