IO Moonwalkers, Inc. v. Banc of America Merchant Services, LLC

Banc of America Merchant Services, LLC (BAMS) (defendant) provided credit-card processing services to merchants. IO Moonwalkers, Inc. (Moonwalkers) (plaintiff) was a BAMS customer. Rilwan Hassan was Moonwalkers’s owner. BAMS’s standard contract required merchants to reimburse BAMS for customer chargebacks relating to fraudulent credit-card purchases. After BAMS billed Moonwalkers for substantial chargebacks, Moonwalkers sued BAMS, arguing that it was not bound by BAMS’s standard contract because Moonwalkers never signed it. BAMS responded with records from DocuSign, an electronic-document application that BAMS used to transmit and manage its contract with Moonwalkers, showing that someone using Moonwalkers’s company email account viewed and electronically signed the contract and later viewed the fully executed version. BAMS also proffered correspondence with Moonwalkers in which Moonwalkers complied with BAMS’s requests to take action required by the contract without any denial by Moonwalkers that a valid contract existed. Moonwalkers did not challenge the accuracy of the DocuSign records, but it argued via two Hassan affidavits that a BAMS salesperson signed the contract on Moonwalkers’s purported behalf. Moonwalkers did not, however, explain how the BAMS salesperson allegedly accessed Moonwalkers’s email account or falsely made it appear that Moonwalkers signed the contract. Additionally, Hassan admitted that he at least glanced at emails regarding the BAMS contract, although Hassan stated that he could not recall whether he reviewed all the emails and asserted that he never thought that the numerous emails he received from BAMS would create a merchant-services contract with BAMS. However, Hassan did not deny that someone from Moonwalkers received or viewed the contracts. The trial court granted BAMS motion for partial summary judgment on ratification grounds. Moonwalkers appealed, arguing that genuine material-fact disputes made summary judgment inappropriate, citing its contention that it did not sign the BAMS contract.