Archie v. Holiday Inn Club Vacations Incorporated

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United States District Court
Northern District of California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
DARRELL ARCHIE,
Plaintiff,
v.
HOLIDAY INN CLUB VACATIONS
INCORPORATED,
Defendant.
Case No. 25-cv-08429-SVK
ORDER DENYING MOTION TO
DISMISS
Re: Dkt. No. 7
Before the Court is Defendant Holiday Inn Club Vacations Incorporated’s (“Holiday Inn”)
Motion to Dismiss Plaintiff Darrell Archie’s Complaint for failure to state a claim. Dkt. 7 (the
“Motion”). The Court finds the Motion suitable for determination without oral argument. Civil
L.R. 7-1(b). Having reviewed the Parties’ submissions, the relevant law and the record in this
action, the Court DENIES the Motion.
I. 	BACKGROUND
For the purposes of resolving the Motion, the Court takes the factual allegations of the
Complaint as true. See Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th
Cir. 2008) (courts generally “accept factual allegations in the complaint as true and construe the
pleadings in the light most favorable to the nonmoving party.”). Plaintiff Darrell Archie is a
California citizen over the age of 65 who “made a reservation for a hotel stay with Defendant”
Holiday Inn. Dkt. 1 at 10-14 (“Compl.”), ¶¶ 2, 5-6. Plaintiff alleges that he took advantage of a
promotional package that required him “to attend a timeshare presentation during his stay,” that he
did so and that he was nonetheless charged an additional $806 after his return from his trip despite
doing so. Id., ¶¶ 7-12. Based on that debit, and his allegation that he “fulfilled the requirement”
of the promotional package and thus “did not owe” the $806 to Defendant and did not authorize
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United States District Court
Northern District of California
the payment, (id., ¶¶ 9, 11-13), Plaintiff brings causes of action for common-law conversion,
violation of 15 U.S.C. Section 1693(a) (the Electronic Fund Transfer Act or “EFTA”) and Elder
Abuse in violation of California law, (id. at 12-13).
On October 2, 2025, Defendant removed the case to this court based, in relevant part, on
federal question jurisdiction under 28 U.S.C. § 1331. See Dkt. 1 at 3. It then moved to dismiss,
relying on the terms of the agreement for Plaintiff’s reservation, which it argues “required Plaintiff
and his spouse” to attend the time-share presentation. See Dkt. 7 at 7. In support of this argument,
Defendant requests that this Court take judicial notice of the reservation confirmation
(“Confirmation”) which it proffers contains the terms of the agreement (“Proffered Terms”). Dkt.
7-1 (“RJN”).
In addition to arguments on the merits, Plaintiff opposes judicial notice as improper at the
pleading stage. See Dkt. 8 at 2-3. The Court is not so persuaded. As the Ninth Circuit has
affirmed, “judicial notice and incorporation-by-reference do have roles to play at the pleading
stage.” Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 998 (9th Cir. 2018). In ruling on a
motion to dismiss, a court may consider “the complaint, materials incorporated into the complaint
by reference, and matters of which the court may take judicial notice.” Metzler Inv. GmbH v.
Corinthian Colls., Inc., 540 F.3d 1049, 1061. (9th Cir. 2008). In particular, the “incorporation-by-
reference is a judicially created doctrine that treats certain documents as though they are part of
the complaint itself. Khoja, 899 F.3d at 1002-03. Documents are incorporated by reference in a
complaint “if the plaintiff refers extensively to the document or the document forms the basis of
the plaintiff’s claim.” Id. at 1002. Indeed, “unlike judicial notice, a court may assume [an
incorporated document’s] contents are true for purposes of a motion to dismiss under Rule
12(b)(6).” Id. at 1002-03.
Plaintiff’s Complaint, although not attaching or linking to the agreement, refers to the
“terms of the reservation” he made, and his claims are based wholly on the terms. See Compl., ¶¶
6-15. Accordingly, the document(s) evidencing the terms of his reservation are properly
incorporated by reference in the Complaint. See Khoja at 1002. Indeed, Plaintiff cannot proffer
one term of the agreement (that he “was to attend a timeshare presentation during his stay”) while
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United States District Court
Northern District of California
omitting terms that may doom his claim. See id. at 1002-03 (“The doctrine prevents plaintiffs
from selecting only portions of documents that support their claims, while omitting portions of
those very documents that weaken—or doom—their claims.”).
Turning to the Confirmation (Dkt. 7-1 at 6-11) and the Proffered Terms (Dkt. 7-1 at 12-13)
as proffered by Holiday Inn, the Court notes the following additional facts relevant to this
dispute: the Confirmation states, at the bottom under the heading “The Part Where You Get Your
Glasses” to “[d]ive into the full legal disclaimers below” that: “To fulfill the terms of this offer,
you are required to attend a one- to two-hour timeshare sales presentation.” Dkt. 7-1 at 11. There
are no additional links under the heading “Agreement to Purchase.” Id. However, the Proffered
Terms, which are proffered by Defendant only, state in fine print: “You must attend a two-hour
sales presentation (tour) in order to participate in this promotion. Couples, married or cohabitating,
must attend the tour together….” Dkt. 7-1 at 12. It is undisputed that Plaintiff is married but did
not attend with his spouse. See Dkt. 8 at 3.
II. 	LEGAL STANDARD
Federal Rule of Civil Procedure 12(b)(6) authorizes a district court to dismiss a complaint
if it fails to state a claim upon which relief can be granted. In ruling on a motion to dismiss, a
court may consider only “the complaint, materials incorporated into the complaint by reference,
and matters of which the court may take judicial notice.” Metzler, 540 F.3d at 1061. Courts
generally “accept factual allegations in the complaint as true and construe the pleadings in the
light most favorable to the nonmoving party.” Manzarek, 519 F.3d at 1031. However, a court is
not “required to accept as true allegations that are merely conclusory, unwarranted deductions of
fact, or unreasonable inferences.” In re Gilead Scis. Sec. Litig., 536 F.3d 1049, 1055 (9th Cir.
2008). Where “the main issue raised” on a motion to dismiss is “one of contract interpretation,” a
“court may resolve contractual claims on a motion to dismiss if the terms of the contract are
unambiguous.” Alta Devices, Inc. v. LG Elecs., Inc., 343 F. Supp. 3d 868, 878-79 (N.D. Cal.
2018) (citing Bedrosian v. Tenet Healthcare Corp., 208 F.3d 220 (9th Cir. 2000)). However,
“where the language leaves doubt as to the parties’ intent, the motion to dismiss must be
denied.” Id. (cleaned up) (citing Consul Ltd. v. Solide Enteres., Inc., 802 F.2d 1143, 1149 (9th
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United States District Court
Northern District of California
Cir. 1986)).
III. 	DISCUSSION
The primary issue presented here is one of contract interpretation: did the Parties’ contract
require only Plaintiff to attend the timeshare presentation, or did it require him and his spouse to
attend? Defendant’s Motion makes this argument for all three causes of action and does not
advance any other arguments for dismissal of the conversion or elder abuse claims. See Dkt. 7 at
9-13 (arguing that the conversion claim fails because Defendant’s ”actions were taken in
accordance with the parties’ agreement and were therefore not wrongful” and that the elder abuse
claim fails because “Holiday Inn’s retention of funds was consistent with the agreement and does
not constitute undue influence or financial abuse of an elder.”). However, with regard to the
EFTA claim, Defendant advances one additional argument: Holiday Inn cannot be liable under
certain sections of the EFTA because it is not a financial institution. Dkt. 7 at 12-13. The Court
addresses the two arguments in turn.
A. 	Plaintiff’s Conversion, Elder Abuse and EFTA Claims Survive Because the
Contract Proffered by Defendant is Not Unambiguous
The Court deems the Confirmation and the Proffered Terms to be incorporated by
reference in the Complaint and considers them for the purposes of deciding the Motion. See,
supra, § I. However, they do not settle the question because it is not clear what the resulting
contract requires as to attendance at the timeshare presentation. The Confirmation clearly states,
at the bottom of the email, that the “Details of Participation” and “Agreement to Purchase” require
“you” to attend the timeshare presentation. Dkt. 7-1 at 11. In the context of the Confirmation
alone, “you” appears to mean “the purchaser,” i.e., Plaintiff alone. Id. At a minimum, whether
“you” includes a purchaser’s co-habiting spouse is ambiguous and cannot be resolved in
Defendant’s favor on a motion to dismiss.
Defendant attempts to introduce the more-detailed Proffered Terms, which do clearly state
that “you” means that “Couples, married or cohabitating,” must attend the tour together.” See Dkt.
7-1 at 12. However, there is nothing in the Confirmation that links to or incorporates these
terms. Dkt. 7-1 at 6-11. Nor is there an integration clause in the Proffered Terms preventing the
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subsequently emailed Confirmation from superseding or modifying the Proffered Terms. See Dkt.
7-1 at 12-13. Indeed, the instruction at the bottom of the Confirmation directing the purchaser to
“[d]ive into the full legal disclaimers below” could be taken to mean the opposite—that the terms
below (in the Confirmation) are the full extent of Plaintiff’s obligations. Dkt. 7-1 at 11. Faced
with such ambiguity, the Court DENIES Defendant’s motion to dismiss the three claims on this
ground. See Alta Devices, 343 F. Supp. 3d at 878-79 (N.D. Cal. 2018) (“[W]here the language
leaves doubt as to the parties’ intent, the motion to dismiss must be denied.”).
B. 	The Parties Agree that Holiday Inn is Not a Financial Institution and Do Not
Disagree as to Applicable Sections
Defendant’s final challenge is what is best described as a request for clarification. The
Parties agree that certain sections of the EFTA are applicable broadly, while others are applicable
only to financial institutions. Compare Dkt. 7 at 12-13 (Defendant arguing that it is not a financial
institution and that 15 U.S.C. §§ 1693c, 1693g, 1693h, and 1693f are inapplicable) with Dkt. 8 at 8
(“Plaintiff does not contend that Defendant is a financial institution. Plaintiff also did not allege
violations of 15 U.S.C. §§1693c, 1693g, 1693h, and 1693f.”).
Accordingly, there does not appear to be an actual controversy at issue with regard to these
sections of the EFTA. The Court notes that the Parties agree that at least Sections 1693e and
1693m, the sections explicitly alleged by Plaintiff, apply beyond financial institutions and declines
to otherwise decide an issue not contested by the Parties.
IV. 	CONCLUSION
For the foregoing reasons, the Court DENIES Defendant’s Motion to Dismiss. The Court
hereby SETS the Parties for an initial case management conference on January 13, 2025.
SO ORDERED.
Dated: December 1, 2025
SUSAN VAN KEULEN
United States Magistrate Judge
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