Disclosed Destination Charges Are Not Deceptive Per Se: Third Circuit Affirms Futility of Consumer‑Protection and Unjust‑Enrichment Claims Without Plausible Causation or Direct Benefit

Introduction

In Perry Beeney v. FCA US LLC, the United States Court of Appeals for the Third Circuit (non‑precedential) affirmed the District of Delaware’s denial of leave to file a Second Amended Complaint in a multi-state consumer class action. Plaintiffs purchased or leased FCA-manufactured vehicles through independent dealers and alleged that FCA’s increasing “destination charges” (the line item manufacturers add to vehicle window stickers to recover delivery costs) were inflated above actual delivery costs and used to make the Manufacturer’s Suggested Retail Price (MSRP) appear more competitive. They asserted claims under eleven states’ consumer-protection statutes, and common-law claims for money had and received and unjust enrichment.

The key issues on appeal were:

Whether a disclosed destination charge can be “deceptive” or “unfair” merely because it includes manufacturer profit or exceeds average delivery costs.
Whether Plaintiffs plausibly alleged causation and damages where purchases were made from dealers (after negotiation) rather than directly from the manufacturer.
Whether equitable claims for money had and received and unjust enrichment can proceed when consumers pay dealers, not the manufacturer.
Whether the District Court properly denied leave to amend as futile under Federal Rule of Civil Procedure 15.

The Third Circuit affirmed, holding that the proposed Second Amended Complaint still failed to plausibly plead deception or unfairness, causation and damages, or the equitable prerequisites of the common-law claims. It also upheld the denial of further amendment as futile.

Summary of the Judgment

The Court affirmed the denial of leave to amend because the Second Amended Complaint did not cure the earlier pleading deficiencies:

Consumer-Protection Claims: Plaintiffs did not plausibly allege that FCA’s destination charges—clearly disclosed on window stickers—were deceptive or unfair across the eleven states’ laws at issue. Plaintiffs also failed to plausibly allege causation and damages, especially since they negotiated with and purchased from independent dealers (not FCA), and some paid below MSRP plus destination.
Money Had and Received: The claim failed because Plaintiffs paid dealers, not FCA. The money remitted to FCA under dealer–manufacturer arrangements did not “in equity and good conscience” belong to Plaintiffs, given their undisputed contracts with dealers.
Unjust Enrichment: Plaintiffs failed to show that FCA retained an unjust benefit directly from Plaintiffs. No deceptive or unfair conduct was plausibly alleged, and no direct benefit flowing from Plaintiffs to FCA was credibly pleaded.
Futility of Amendment: Having been put on notice of deficiencies after the First Amended Complaint, Plaintiffs’ proposed amendments did not fix those problems. Denial of leave to file the Second Amended Complaint was therefore within the District Court’s discretion.

The appeal was decided under the standard that denials of leave to amend are reviewed for abuse of discretion, while the futility determination is reviewed de novo. The Court ultimately concluded amendment would be futile because the complaint still failed Rule 12(b)(6)’s plausibility standard.

Detailed Analysis

Precedents Cited and Their Role

Rule 15 and Futility: The Court relied on Foman v. Davis, 371 U.S. 178 (1962), and Lake v. Arnold, 232 F.3d 360 (3d Cir. 2000), to reiterate that leave to amend should be freely given but can be denied as futile where the amended pleading would still fail to state a claim. In re Burlington Coat Factory, 114 F.3d 1410 (3d Cir. 1997), clarifies that futility mirrors Rule 12(b)(6)’s standard.
Pleading Standard: Applying Ashcroft v. Iqbal, 556 U.S. 662 (2009), and Fowler v. UPMC Shadyside, 578 F.3d 203 (3d Cir. 2009), the Court accepted well-pleaded facts as true but disregarded conclusory assertions, asking whether the facts plausibly established entitlement to relief.
Appellate Review of Denial of Amendment: U.S. ex rel. Schumann v. AstraZeneca Pharms. L.P., 769 F.3d 837 (3d Cir. 2014), provided the dual standard: abuse of discretion for the decision to deny leave and de novo review of futility. Schumann also supports denying leave where a plaintiff is on notice of deficiencies but fails to cure them.
Substantive State Law Elements: The Court surveyed many state authorities to confirm the elements of:
- Consumer-protection claims (requiring a deceptive or unfair practice and, in most states, actual damages), citing, among others, Marrache v. Bacardi U.S.A., Inc., 17 F.4th 1084 (11th Cir. 2021) (Florida), and decisions from Georgia, Illinois, Iowa, Michigan, Missouri, New York, North Carolina, Ohio, Pennsylvania, and Texas. It noted Ohio’s statutory-damages wrinkle (Loury v. Westside Auto. Grp.) was inapplicable.
- Money had and received (requiring that the defendant holds money that equitably belongs to the plaintiff), citing representative cases from the eleven states.
- Unjust enrichment (requiring the defendant’s unjust retention of a benefit conferred by the plaintiff), again citing representative cases from all eleven states.

Collectively, these authorities supported two cross-cutting propositions: (1) Plaintiffs must plausibly allege concrete deception or unfairness and legally cognizable damages caused by the challenged conduct; and (2) equitable claims require a direct, unjust benefit to the defendant, not merely an attenuated, pass-through economic effect in a multi-party transaction.

The Court’s Legal Reasoning

1) Consumer-Protection Claims: No Plausible Deception/Unfairness and No Plausible Damages

Transparent disclosure defeats deception-by-label theory: The destination charge was itemized on each vehicle’s window sticker and matched what FCA billed dealers. Plaintiffs did not allege that dealers secretly profited by charging consumers more than FCA charged dealers for destination. Nor did they allege any false statement about the amount of the destination charge. The Court rejected the idea that calling the fee a “destination charge” implies an at-cost, no-margin pass-through. Plaintiffs themselves characterized the fee as an average nationwide delivery cost, undermining any inference that the term necessarily communicates an individualized, actual-cost figure for each unit.
Profit is not per se deception: Even if FCA’s destination charges were higher than competitors’ or allowed FCA to profit, that, without more, is not deceptive or unfair when the charge is accurately disclosed. Courts are reluctant to impose a duty to disclose internal cost structures or profit margins where the price component itself is plainly communicated and not alleged to be false.
Causation and damages are implausible in dealer-mediated, negotiated sales: Plaintiffs purchased or leased from independent dealers, often after negotiation. The final out-the-door price can reflect multiple factors unrelated to the destination line item (market conditions, trade-ins, dealer discounts, incentives). Some Plaintiffs paid less than MSRP plus destination, further cutting against a “price-premium” or “overpayment” theory traceable to FCA. Plaintiffs did not plausibly allege they paid more than they otherwise would have but for FCA’s conduct, or that any overpayment was caused by FCA rather than by dealer pricing decisions.
State-law contours do not rescue the claims: While the Court surveyed state laws to ensure doctrinal fit, none of the states’ standards salvaged the claims under these pleaded facts. The Ohio statutory-damages provision (which sometimes relaxes the damages requirement) did not apply on these facts.

2) Money Had and Received: No Equitable Ownership of Funds by Plaintiffs

No direct payment to FCA: Plaintiffs paid dealers under retail contracts they do not challenge. Any money later remitted by dealers to FCA was paid under separate wholesale arrangements and does not equitably “belong” to Plaintiffs.
Equity does not reorder valid contracts: The equitable nature of “money had and received” does not permit courts to override legitimate, unchallenged dealer–consumer and dealer–manufacturer contracts to treat manufacturer receipts as the consumers’ money.

3) Unjust Enrichment: No Unjust Benefit Directly Conferred by Plaintiffs

Indirect, market-level effects are not enough: Plaintiffs did not confer a direct benefit on FCA; they paid dealers. A manufacturer’s revenue realized through independent dealer transactions is too attenuated to constitute a benefit unjustly retained from consumers in the absence of deceptive or inequitable conduct by the manufacturer.
Unjustness requires more than disclosed pricing: Without a misrepresentation, nondisclosure under a duty to speak, or other inequitable conduct, merely charging and disclosing a price component that yields profit is not “unjust” enrichment.

4) Denial of Leave to Amend as Futile

Notice and failure to cure: After the First Amended Complaint was dismissed with guidance, Plaintiffs’ proposed Second Amended Complaint still did not plausibly allege deception/unfairness or causation/damages, nor did it remedy the equitable deficiencies. Under Rule 15, further amendment would be futile, warranting denial. The Third Circuit found no abuse of discretion.

Impact and Forward-Looking Implications

Destination charges litigation: This decision provides a clear roadmap for defending claims attacking manufacturer destination charges when those charges are accurately disclosed on window stickers and there is no allegation of misstatement or a duty to disclose profit. Plaintiffs will face significant hurdles unless they can plead specific misrepresentations (by the manufacturer), a duty to disclose, or undisclosed dealer-side profiteering tied to manufacturer conduct.
Pleading causation in dealer-mediated sales: The Court’s emphasis on dealer negotiation and independent pricing makes “price premium” theories harder to sustain against manufacturers. Plaintiffs will likely need to plead concrete facts showing that the manufacturer’s conduct directly caused a higher transaction price—despite negotiation and dealer discretion—and to tie any overpayment to the manufacturer rather than to dealer pricing choices.
Equitable claims against upstream manufacturers: The opinion underscores that equitable remedies like money had and received and unjust enrichment generally require a direct, unjust benefit and cannot be used to reallocate funds transferred through valid, unchallenged contracts with intermediaries.
Multi-state class strategy: Aggregating eleven states’ claims did not create leverage where core pleading defects persisted. Counsel bringing multi-state UDAP and restitutionary claims should account for variations in damages requirements and direct-benefit doctrines and anchor allegations to state-specific elements.
Regulatory landscape: The case sits against a backdrop of heightened scrutiny of “junk fees.” While not a regulatory decision, the Court’s analysis signals that any change targeting disclosed manufacturer charges may require legislative or rulemaking action; generalized profit objections are unlikely to succeed in litigation absent misrepresentation or nondisclosure under a duty to speak.
Non-precedential but persuasive: The Court flagged that its disposition is “not precedential.” Nevertheless, its reasoning may be persuasive in district courts within the Third Circuit and beyond, especially in cases testing pass-through theories and indirect-purchaser dynamics in retail settings.

Complex Concepts Simplified

Destination charge: A line item on a new vehicle’s window sticker representing the cost to deliver the vehicle from the manufacturer’s facility to the dealer. It is typically a standard, nationwide amount for a model rather than an individually calculated, per-car delivery cost.
MSRP vs. out-the-door price: MSRP is the manufacturer’s suggested price; consumers usually pay an out-the-door price that includes taxes, fees (including the destination charge), and negotiated adjustments with the dealer.
Deceptive act or unfair practice: Under state UDAP statutes, plaintiffs must show a misleading statement, omission under a duty to disclose, or unfair practice—not simply that a price component included profit.
Plausibility standard (Iqbal): Courts accept factual allegations as true, but the facts must make a legal claim plausible—not merely possible. Conclusory assertions that a charge is “inflated” or “unfair” do not suffice.
Causation and damages in dealer sales: To recover, plaintiffs must connect the alleged deception to a measurable overpayment. Where dealers negotiate and set final prices, showing that a manufacturer’s disclosed charge caused a higher consumer price is challenging.
Money had and received: An equitable claim asserting that the defendant holds money that, in fairness, belongs to the plaintiff. It generally fails where the plaintiff paid someone else pursuant to a valid contract.
Unjust enrichment: Requires that a defendant unjustly retained a benefit conferred by the plaintiff. The “unjustness” typically turns on deception, mistake, or inequity; merely earning profit from a disclosed price component usually is not enough.
Futility of amendment: Courts may deny leave to amend if the proposed amendment would still be dismissed under Rule 12(b)(6). Repackaging the same theories without adding facts that cure defects will be deemed futile.

Practical Takeaways

Plaintiffs challenging disclosed fees must plead a concrete misstatement, a duty to disclose, or other affirmative deception—not just high pricing or the existence of profit.
In dealer-mediated sales, plaintiffs should be prepared to allege specific facts tying any alleged overpayment to the manufacturer’s conduct (and not to dealer negotiations or independent pricing decisions).
Equitable claims against manufacturers are vulnerable if consumers contracted with intermediaries and do not challenge those contracts.
Multi-state pleadings should track state-specific elements (e.g., damages requirements, statutory damages exceptions) with factual detail tailored to each jurisdiction.
Defendants should highlight clear disclosures on window stickers and the independence of dealer pricing to defeat causation and damages theories at the pleading stage.

Conclusion

Beeney v. FCA US LLC reinforces a straightforward but consequential principle for consumer-fee litigation: a clearly disclosed manufacturer destination charge—even if profitable or higher than competitors’—is not deceptive or unfair per se. Where consumers purchase from independent dealers after negotiation, allegations of causation and damages must bridge the gap between manufacturer pricing components and the final transaction price. Equitable claims falter without a direct, unjust benefit retained by the manufacturer. Finally, the decision underscores Rule 15’s futility discipline: once put on notice of defects, plaintiffs must supply new, specific facts that make relief plausible. Although non-precedential, the opinion offers a durable analytical framework that will likely influence future challenges to disclosed pricing components in complex, intermediary-driven markets.