Hyperion Munitions, Inc. v. Center for Quality Training International LLC

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
HYPERION MUNITIONS, INC.,
Plaintiff,
v.
CENTER FOR QUALITY TRAINING
INTERNATIONAL LLC
Defendant.
_______________________________/
OPINION AND ORDER DENYING DEFENDANT’S MOTION TO DISMISS [8]
Before the Court is Defendant Center for Quantity Training International LLC’s
motion to dismiss Plaintiff Hyperion Munitions, Inc.’s (“Hyperion”) complaint under Fed.
R. Civ. P. 12(b)(6). (ECF No. 8.) Defendant argues that Hyperion’s complaint fails to state
a plausible claim for relief. Hyperion opposes the motion. (ECF No. 11.) The Court finds
that the decision process would not be significantly aided by oral argument. Therefore,
pursuant to Eastern District of Michigan Local Rule 7.1(f)(2), Defendant’s motion will be
decided on the briefs and without oral argument.
Hyperion’s complaint plausibly alleges breaches of the two contracts at issue in
this case. The Court also finds that dismissal of Hyperion’s unjust enrichment claim is
premature at this stage. Defendant’s motion to dismiss is therefore DENIED.
I. 	Background
According to the pleadings, Hyperion is a Florida corporation that sells small arms,
light weapons, and ammunition to wholesale and retail gun and ammunition stores. (ECF
No. 1, PageID.1, 3.) Defendant is a Michigan company in the business of selling and
Case No: 25-11461
Honorable Nancy G. Edmunds
Magistrate Judge Kimberly Altman
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importing weapons, ammunition, and related products. (Id. at PageID.2.) In December
2021, Hyperion and Defendant entered into a contract for Defendant to sell and deliver
20 million units of small pistol primers, 409 kegs of rifle powder, and 409 kegs of pistol
powder for slightly under $1.7 million (the “Hyperion Contract”). (Id. at PageID.3; ECF No.
8-1.) Defendant then entered into a similar contract with non-party All Day Outdoors, Inc.
d/b/a SG Outdoors, Inc. (“SG Outdoors”) to supply 20 million units of small pistol primers
for $1.1 million (the “SG Outdoors Contract”). (ECF No. 1, PageID.4; ECF No. 8-2.)1
The Hyperion Contract and the SG Outdoors Contract both consist of a quotation
document and a set of terms and conditions (collectively, the “Contracts”). Under sections
5 and 6 of the terms and conditions of both Contracts, Defendant (defined as “Seller”)
agreed to sell and deliver to Hyperion and SG Outdoors (both defined as “Buyer”) the
amount of goods described in the quotations. (ECF No. 8-1, PageID.46; ECF No. 8-2,
PageID.60.) Section 9 of the terms and conditions of both Contracts require that Hyperion
and SG Outdoors each pay deposits totaling 30% of the contract price. (ECF No. 8-1,
PageID.47; ECF No. 8-2, PageID.61.) Section 9 goes on to provide the procedure for how
deposits must be applied. (Id.) The relevant portion of section 9 of the Hyperion Contract
is reproduced below:
9. Payment of Contract Price and Other Amounts. Unless otherwise
specifically agreed in a subsequent writing signed by Seller, the Contract
Price is due and payable to Seller, without setoff or other deductions or
charges as follows: (a) 30% of the Contract Price (the “Deposit”) upon
1 Copies of both contracts are attached to Defendant’s motion to dismiss. The Court may
consider documents beyond the complaint itself if they are referenced in the complaint
and “central to the claims contained therein.” Bassett v. Nat’l Collegiate Athletic Ass’n,
528 F.3d 426, 430 (6th Cir. 2008). Because the contracts are expressly referenced in the
complaint and central to the breach of contract claims—and because Hyperion does not
appear to object to the Court considering them—the Court will consider the contracts in
ruling on the motion to dismiss.
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acceptance of Seller’s quotation (which the parties agree constitutes the
“offer”) by wire to Seller’s account as designated in the wire instructions
attached as Exhibit 1 (which thereafter shall be credited against the
Contract Price as provided Below); (b) if the quantity delivered is a partial
volume against the full contracted volume, the balance due on the Contract
Price, if any, for the per unit delivered volume, after applying the Deposit, is
payable within 48 hours of the product clearing customs at the USA Port of
Entry; (c) if after any delivery a balance remains due on the total contracted
volume, Buyer will refresh the deposit to be applied against the next
shipment in the same manner as in sub-paragraph “b” herein; and (d) if after
any delivery where there remains due on the contracted volume of product
an amount wherein the contracted price is equal to, or less than, the amount
of remaining on the contract the Buyer will not refresh the Deposit and Buyer
will pay for the final delivery on the contracted amount within 48 hours of
the product clearing customs at the USA Port of Entry Provided however,
that Seller in its sole and absolute discretion is authorized to disburse such
amounts from the Deposit as Seller determines is necessary to maintain the
Delivery Schedule, in which event Buyer shall receive credit in an amount
equal to the sum of all such disbursements.
Deposit funds to remain on account in a segregated account to be applied
against delivery when the product clears customs in the USA Port of Entry.
(ECF No. 8-1, PageID.47-48.) Section 9 of the SG Outdoors Contract’s terms and
conditions—which is similar, but not identical, to section 9 of the Hyperion Contract’s
terms and conditions—is also reproduced below in relevant part:
9. Payment of Contract Price and Other Amounts. Unless otherwise
specifically agreed in a subsequent writing signed by Seller, the Contract
Price is due and payable to Seller, without setoff or other deductions or
charges as follows: (a)30% of the Contract Price (the “Deposit”) upon
acceptance of Seller’s quotation (which the parties agree constitutes the
“offer”) by wire to Seller’s account as designated in the wire instructions
attached as Exhibit 1 (which thereafter shall be credited against the
Contract Price as provided Below); it being acknowledged that Seller has
previously received an aggregate of $300,000 from Buyer, which amount
shall be treated as part of and applied toward the Deposit hereunder. (b) if
the quantity delivered is a partial volume against the full contracted volume,
the balance due on the Contract Price, if any, for the per unit delivered
volume, after applying the Deposit, is payable within 48 hours of the Buyer
receiving the Bill of Lading (c) if after any delivery where there remains due
on the contracted volume of product the Buyer will not refresh the Deposit
and Buyer will pay for the final delivery on the contracted amount within 48
hours of the receiving the Bill of Lading Provided however, that Seller in its
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sole and absolute discretion is authorized to disburse such amounts from
the Deposit as Seller determines is necessary to maintain the Delivery
Schedule, in which event Buyer shall receive credit in an amount equal to
the sum of all such disbursements.
(ECF No. 8-2, PageID.61.)
The parties agree that both versions of section 9 permit Defendant, at least in some
instances, to advance deposit funds to Defendant’s overseas supplier to “maintain the
Delivery Schedule.” (ECF No. 11, PageID.108-11; ECF No. 12, PageID.122-24.)2 They
disagree on the precise circumstances in which Defendant may advance the deposits—
Defendant asserts that it may advance the deposit whenever it deems necessary to
maintain the “Delivery Schedule,” while Hyperion contends that Defendant may only
advance the deposit to facilitate the “final delivery.” (Id.) The Court need not resolve this
dispute at this juncture, and will assume, without deciding, that the Contracts permit
Defendant to advance the deposit whenever it deems necessary to maintain the “Delivery
Schedule.”
Under section 10 of the terms and conditions of both Contracts, Defendant must
hold the deposits in a “segregated account” and provide statements of the account at
least quarterly:
10. 	Management 	of 	Deposit. 	Seller 	shall 	maintain 	the 	Deposit 	in 	a
segregated account identified as for the benefit of both Seller and Buyer
and shall provide Buyer with copies of the bank statement related to that
account not less frequently than quarterly.
(ECF No. 8-1, PageID.48; ECF No. 8-2, PageID.62.)
2 “Delivery Schedule” is a defined term that refers to the “installments” of goods to be
delivered “as may be specified in the quotation.” (ECF No. 8-1, PageID.46; ECF No. 8-
2, PageID.60.)
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A disclaimer at the bottom of both quotations purports to limit Defendant’s
“responsibility” under the Contracts to “(a) providing (upon written request of the
undersigned) proof that the funds advanced hereunder have been sent to the importer of
records [sic] for payment to the manufacturer” and “(b) delivering to the undersigned any
an all products received in respect of and up to the amount of product specified herein.”
(ECF No. 8-1, PageID.44; ECF No. 8-2, PageID.58.)
Pursuant to the Contracts, Hyperion and SG Outdoors paid Defendant deposits
totaling $506,278.34 and $497,500.00, respectively. (ECF No. 1, PageID.3-4.) Yet neither
of the buyers ever received the contracted-for goods. (Id. at PageID.4-5.) Hyperion and
SG Outdoors both demanded that Defendant return the deposits, but Defendant never
did. (Id.) Defendant also failed to account for how the deposits were used or spent, failed
to maintain the deposits in a segregated account, and failed to provide the quarterly
account statements required under the Contracts. (Id. at PageID.4-7.) Instead, the
complaint alleges that Defendant “abscond[ed]” with the deposits. (Id. at PageID.1.)
In March 2025, SG Outdoors assigned any claims it had against Defendant to
Hyperion. (Id. at PageID.5.) Hyperion then sued Defendant for breach of the Hyperion
Contract (Count I), breach of the SG Outdoors Contract (Count II), and unjust enrichment
(Count III). (ECF No. 1.) Hyperion alleges that Defendant breached both Contracts by
failing to deliver the contracted-for goods (or provide reasonable assurances that they
would be delivered), failing to maintain the deposits in segregated accounts and provide
account 	statements, and failing 	to return the deposits upon 	demand. 	The unjust
enrichment claim alleges that Defendant has unjustly retained the benefit of the deposits
without providing anything in return.
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Defendant now moves to dismiss, arguing that the complaint fails to plausibly
allege that Defendant breached the Contracts. (ECF No. 8.) Defendant also argues that
Hyperion cannot maintain a claim for unjust enrichment because express contracts cover
the same subject matter. (Id.) Hyperion opposes the motion (ECF No. 11), and Defendant
has replied (ECF No 12).
II. 	Standard of Review
The Court may dismiss a case under Federal Rule of Civil Procedure 12(b)(6) if
the complaint fails to state a claim upon which relief can be granted. “When a court is
presented with a Rule 12(b)(6) motion, it may consider the Complaint and any exhibits
attached thereto, public records, items appearing in the record of the case and exhibits
attached to defendant’s motion to dismiss so long as they are referred to in the Complaint
and are central to the claims contained therein.” Bassett, 528 F.3d at 430. The Court must
“construe the complaint in the light most favorable to the plaintiff, accept its allegations as
true, and draw all reasonable inferences in favor of the plaintiff.” Id. (quoting Directv, Inc.
v. Treesh, 487 F.3d 471, 476 (6th Cir. 2007)). But the Court “need not accept as true legal
conclusions or unwarranted factual inferences.” Directv, 487 F.3d at 476 (quoting Gregory
v. Shelby County, 220 F.3d 433, 446 (6th Cir. 2000)).
Dismissal is appropriate if the plaintiff fails to offer sufficient factual allegations that
make the asserted claim plausible on its face. Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 570 (2007). Determining plausibility is a “context-specific task that requires the
reviewing court to draw on its judicial experience and common sense.” Ashcroft v. Iqbal,
556 U.S. 662, 679 (2009) (citation omitted). “A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to draw the reasonable inference that
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the defendant is liable for the misconduct alleged.” Id. at 678 (citation omitted). On the
other hand, “a sheer possibility that a defendant has acted unlawfully” is insufficient. Id.
(citation omitted). “Where a complaint pleads facts that are merely consistent with a
defendant’s liability, it stops short of the line between possibility and plausibility of
entitlement to relief.” Id. (quoting Twombly, 550 U.S. at 557) (internal quotation marks
removed).
III. 	Analysis
A. 	Breach of Contract
Both Contracts are governed by Michigan law. (ECF No. 8-1, PageID.51; ECF No.
8-2, 	PageID.65.) 	“A 	party 	asserting 	a 	breach 	of 	contract 	must 	establish 	by 	a
preponderance of the evidence that (1) there was a contract (2) which the other party
breached (3) thereby resulting in damages to the party claiming breach.” Miller-Davis Co.
v. Ahrens Const., Inc., 848 N.W.2d 95, 104 (Mich. 2014).
Defendant’s motion does not dispute the existence of the Contracts or that
Hyperion suffered damages. Instead, Defendant asserts that Hyperion fails to plausibly
allege a breach of both Contracts. The Court will therefore limit its analysis to whether the
complaint plausibly alleges that Defendant breached the contract.
The complaint alleges three different breaches of both Contracts:
a. Failure to deliver the promised goods or provide reasonable assurances
that the goods will be delivered;
b. Failure to maintain [the deposits] in a segregated account and provide
account statements no less than quarterly; and
c. Failure to return and reimburse [the deposits] upon demand.
(ECF No. 1, PageID.6-8.)
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i. 	Failure to Deliver Goods and Properly Manage Deposits
Based on the allegations in the complaint and terms of the Contracts, Hyperion
clearly states a claim regarding breaches (a) and (b). The complaint alleges on its face
that Hyperion and SG Outdoors contracted with Defendant for the purchase of goods and
that Hyperion and SG Outdoors never received them. (ECF No. 1, PageID.3-5.) Taken
as true, these allegations plausibly allege that Defendant failed to comply with sections 5
and 6 of the Contracts, in which Defendant agreed to sell and deliver the goods to
Hyperion and SG Outdoors. (ECF No. 8-1, PageID.46; ECF No. 8-2, PageID.60.) The
complaint further alleges that Defendant failed to maintain the deposits in a separate
account and failed to account for how the deposits were used or spent. (ECF No. 1,
PageID.4-8.) This plausibly alleges a breach of section 10 of the Contracts, which
requires Defendant to “maintain the Deposit in a separate account” and provide “copies
of the bank statement related to that account not less than quarterly.” (ECF No. 8-1,
PageID.48; ECF No. 8-2, PageID.62.)
In response to both alleged breaches, Defendant points to a disclaimer that
appears on both invoices:
The undersigned acknowledges and agrees that Center for Quality
Training, 	LLC, 	a 	Michigan 	limited 	liability 	company 	(“Center”), 	is
performing services for the undersigned to facilitate the acquisition of
the above products and that Center’s responsibility shall be limited to:
(a) providing (upon written request of the undersigned) proof that the
funds advanced hereunder have been sent to the importer of records
[sic] 	for 	payment 	to 	the 	manufacturer; 	and 	(b) 	delivering 	to 	the
undersigned any and all products received in respect of and up to the
amount of product specified herein.
(ECF No. 8-1, PageID.44; ECF No. 8-2, PageID.58.) Defendant argues that the complaint
does not plausibly allege that Defendant breached the contract by failing to deliver the
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goods because this disclaimer limits Defendant’s responsibility to “delivering… any and
all products received” and “Hyperion’s complaint does not allege facts suggesting that
[Defendant] ever received from the supplier any of the goods at issue.” (ECF No. 8,
PageID.35) (emphasis added by Defendant). Defendant relatedly contends that the
parties anticipated that deposit funds would be “advanced” for payment to a third-party
manufacturer, and the complaint “does not allege any facts suggesting that [Defendant]
did anything other than forward them to the importer for payment to the manufacturer.”
ECF No. 8, PageID.37; see also ECF No. 12, PageID.122.)3 Defendant thus argues that
it did not violate its contractual obligation to maintain the deposits in a separate account
and provide account statements because, instead of holding the deposit funds in an
account, it put them toward a contractually permitted use.
The problem with both arguments is that they require the Court to make factual
inferences in Defendant’s favor at a stage where the Court is required to do the opposite.
Defendant’s motion requires the Court to infer that (1) Defendant forwarded the deposit
funds for payment to its supplier, but (2) Defendant never received the goods. Assuming,
without deciding, that Defendant would be relieved of contractual liability in this scenario,
the Court is not required to take this version of events as true or penalize Hyperion for
failing to exclude the possibility of it in its complaint. The Rules of Civil Procedure do not
“require a plaintiff to plead facts tending to rebut all possible lawful explanations for a
defendant’s conduct.” Johnson v. Parker-Hannifin Corp., 122 F.4th 205, 222 (6th Cir.
3 Defendant also relies on section 9 of the terms and conditions to support its view that it
was allowed to forward the deposits to its supplier. (ECF No. 8, PageID.37.) As discussed,
the Court will assume that Defendant’s interpretation is correct for the purpose of this
motion.
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2024) (quoting Braden v. Wal-Mart Stores, Inc., 588 F.3d 585, 596 (8th Cir. 2009)). While
Defendant’s exculpatory scenario—that Defendant forwarded the deposits to its supplier
and never received the goods—is plausible, it is also plausible that Defendant received
the goods and never delivered them, mishandled the deposits, or both. Any of these can
be inferred from Hyperion’s allegations that Defendant accepted the deposits, never
delivered the goods, and failed to account for what it did with the deposits. At this stage,
the Court need not choose between the various competing scenarios that can be inferred
from these allegations. Watson Carpet & Floor Covering, Inc. v. Mohawk Indus., Inc., 648
F.3d 452, 458 (6th Cir. 2011) (“Often, defendants’ conduct has several plausible
explanations. Ferreting out the most likely reason for the defendants’ actions is not
appropriate at the pleadings stage.”). Rather, the Court must “draw all reasonable
inferences in favor of the plaintiff.” Bassett, 528 F.3d at 430 (quoting Directv, 487 F.3d at
476). Taking all inferences in Hyperion’s favor, Hyperion’s allegations that Defendant
mismanaged the deposits and failed to deliver the goods plausibly allege a breach of
contract.
ii. 	Failure to Return Deposits
Hyperion also alleges that Defendant breached the Contracts by “fail[ing] to return
and reimburse the deposits upon demand.” (ECF No. 1, PageID.6, 8.) Defendant argues
that this allegation fails to state a claim for breach of contract because the Contracts
“contain 	no 	provision 	requiring 	[Defendant] 	to 	return 	the 	deposits.” 	(ECF 	No. 	8,
PageID.36.) Hyperion acknowledges that the Contracts “do not expressly state” that it
and GS Outdoors would have their deposits returned under the circumstances as alleged.
(ECF No. 11, PageID.110.) But Hyperion asserts that the structure of the Contracts and
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the designation of the payments as a “deposit”—rather than a “fee”—implies that the
parties intended for the deposits to be returned if Defendant did not apply them toward
paying for the goods covered by the Contracts. (Id.)
To resolve this disagreement, the Court must interpret the contract in accordance
with Michigan law. The Court’s “primary obligation” is to “give effect to the parties’
intention at the time they entered into the contract.” County of Ingham v. Mich. Cnty. Rd.
Comm’n Self-Ins. Pool, 975 N.W.2d 826, 834 (Mich. 2021) (quoting Innovation Ventures
v. Liquid Mfg., 885 N.W.2d 861, 870 (Mich. 2016)). The Court must examine the language
of a contract according to its plain and ordinary meaning. Id. “[I]f contractual language is
clear, construction of the contract is a question of law for the court.” Meagher v. Wayne
State Univ., 565 N.W.2d 401, 415 (Mich. Ct. App. 1997). But “[i]f the contract is subject
to two reasonable interpretations, factual development is necessary to determine the
intent of the parties and summary [dismissal] is therefore inappropriate.” Id.
Here, the Contracts are silent as to whether Defendant is obligated to return the
deposits. Section 10 of the terms and conditions plainly require Defendant to maintain the
deposits in a separate account. And section 9 permits Defendant to apply the deposits
toward the purchase of the goods from its supplier. Yet neither section addresses what
must occur if Defendant does neither of those things.
Defendant apparently reads this silence to say that it is not required to return the
deposits under any circumstances. But the Michigan Court of Appeals held otherwise in
the most analogous case the Court has been able to find. See Livonia Gateway Invs.,
LLC v. Brook Prop. Holding, LLC, No. 340439, 2019 WL 982517, at *7 (Mich. Ct. App.
Feb. 28, 2019). There, the plaintiff paid the defendant a $10,000 earnest-money deposit
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pursuant to a real-estate purchase agreement. Id. at *1. The agreement provided that the
deposit would be refunded the if the defendant failed to accept the plaintiff’s purchase
offer by a certain date. Id. The defendant accepted the offer, but the transaction fell
through for other reasons. Id. The contract was silent as to what should happen to the
deposit under those circumstances. While the defendant argued that this silence meant
that it could retain the deposit, the Court of Appeals held that the silence rendered the
contract ambiguous. Id. at *7. The court acknowledged the rule of construction that
“silence does not equal ambiguity if the law provides a rule to be applied in the absence
of a provision to the contrary.” Id. (quoting Norman v. Norman, 506 N.W.2d 254, 255
(Mich. Ct. App. 1993)). But the only “rule of law” the court could find regarding the issue
was that the disbursement of an earnest-money deposit was “dictated by the parties’
intent, as reflected in the terms of the parties’ purchase agreement.” Id. (collecting cases).
Since the agreement contained no evidence of the parties’ intent regarding how the
deposit should be disbursed—the agreement was silent—the Court of Appeals found that
the agreement was ambiguous. Id.
The reasoning in Livonia Gateway applies with equal force here. The Contracts do
not expressly state whether, or in what circumstances, Hyperion and SG Outdoors were
entitled to have their deposits returned. The parties have cited no rule of law governing
how the deposits should be disbursed if the parties’ contract is silent. Thus, without further
factual development to determine the intent of the parties regarding the deposits, the
Court cannot find as a matter of law that Hyperion and SG Outdoors would never be
entitled to have their deposits returned. See Meagher, 565 N.W.2d at 415. The Court
therefore declines to dismiss this aspect of Hyperion’s breach of contract claim.
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Hyperion plausibly alleges that Defendant breached the Contracts. The motion to
dismiss is accordingly DENIED as to Counts I and II of the complaint.
B. 	Unjust Enrichment
Hyperion’s third claim alleges that Defendant was unjustly enriched when it
retained the benefit of the deposit without providing anything in return. (ECF No. 1,
PageID.8-9.) Defendant argues that this count fails because “neither party disputes the
existence of the contracts at issue in this case” and a claim for unjust enrichment is
unavailable where there is an express contract between the parties. (ECF No. 12,
PageID.125.) Hyperion responds that it is still entitled to plead its unjust enrichment claim
in the alternative at this stage of the proceedings. (ECF No. 11, PageID.113-15.)
“Under Michigan law, to plead a claim of unjust enrichment, a plaintiff must
establish that the defendant has received and retained a benefit from the plaintiff and
inequity has resulted. Michigan courts will then imply a contract to prevent unjust
enrichment. However, courts will not imply a contract where there is an express contract
governing the same subject matter.” Bowlers’ Alley, Inc. v. Cincinnati Ins. Co., 32 F. Supp.
3d 824, 833 (E.D. Mich. 2014) (citing Fodale v. Waste Mgmt. of Michigan, Inc., 718
N.W.2d 827, 841 (2006)). A plaintiff may plead an unjust enrichment claim in the
alternative to a breach of contract claim, but only when “there is doubt as to the existence
of a contract.” Id. at 834 (citing Ford Motor Co. v. Ghreiwati Auto, 945 F.Supp.2d 851,
871 (E.D. Mich. 2013)). “If the parties admit that a contract exists, but dispute its terms or
effect, an action will not also lie for quantum meruit or implied contract.” Id. (quoting
Advanced 	Plastics 	Corp. 	v. 	White 	Consol. 	Indus., 	Inc., 828 	F. 	Supp. 	484, 	491
(E.D.Mich.1993)). But the Court should not dismiss an unjust enrichment claim at the
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pleading stage if the defendant has “kept its options open” and may later deny the
existence or enforceability of a contract. Solo v. United Parcel Serv. Co., 819 F.3d 788,
796 (6th Cir. 2016) (quoting Terry Barr Sales Agency, Inc. v. All–Lock Co., Inc., 96 F.3d
174, 182 (6th Cir.1996)).
Here, the parties agree that express contracts exist. Hyperion’s breach-of-contract
claim alleges and depends on the Contracts. Defendant also represents in its reply that it
does not dispute the existence of the Contracts. (ECF No. 12, PageID.125.) But, without
the benefit of an answer and affirmative defenses, the Court cannot be certain that
Defendant will not contest the validity or enforceability of the Contracts. See Biagini v.
Mocnik, 120 N.W.2d 827, 828 (Mich. 1963) (observing that an express contract only
precludes an unjust enrichment claim where there is a “valid, enforceable contract”);
Blumberg v. Ambrose, No. 13-CV-15042, 2015 WL 1737684, at *3 (E.D. Mich. Apr. 16,
2015) 	(“[Q]uantum 	meruit 	is 	an 	allowable 	theory 	where 	a 	contract 	is 	merely
unenforceable; it is not confined to cases where the existence of the contract is in doubt.”)
(collecting cases). Accordingly, the Court will not dismiss the unjust enrichment claim at
this time.
IV. 	Conclusion
For the foregoing reasons, the Court DENIES the motion to dismiss.
SO ORDERED.
Dated: November 18, 2025
s/ Nancy G. Edmunds
Nancy G. Edmunds
United States District Judge
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I hereby certify that a copy of the foregoing document was served upon counsel of
record on November 18, 2025, by electronic and/or ordinary mail.
s/ Marlena Williams
Case Manager
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