Touch-N-Buy LLC v. United Consumer Fin. Servs.

── Touch-N-Buy LLC v. United Consumer Fin. Servs. ── Court: Court of Appeals for the Sixth Circuit Date: May 04, 2026 Category: General NOT RECOMMENDED FOR PUBLICATION File Name: 26a0199n.06 Case No. 25-3740 FILED UNITED STATES COURT OF APPEALS May 04, 2026 FOR THE SIXTH CIRCUIT KELLY L. STEPHENS, Clerk ) TOUCH-N-BUY LLC; TOUCH-N-BUY-MI, ) LLC; TOUCH-N-BUY, LP, ) Plaintiffs-Appellants, ) ON APPEAL FROM THE ) UNITED STATES DISTRICT v. ) COURT FOR THE NORTHERN ) DISTRICT OF OHIO UNITED CONSUMER FINANCIAL SERVICES, ) Defendant-Appellee. ) OPINION ) Before: SUTTON, Chief Judge; DAVIS and RITZ, Circuit Judges. DAVIS, Circuit Judge. Touch-N-Buy LLC contracted with United Consumer Financial Services (“UCFS”) to serve as an independent sales representative. In that role, Touch-N-Buy solicited merchants to enter into merchant agreements with UCFS and promoted UCFS as a preferred financier for consumer purchases. When UCFS terminated its agreement with Touch-N-Buy, it indicated that its obligation to pay Touch-N-Buy commissions would end once it paid on merchant contracts Touch-N-Buy had successfully solicited during the 90-day termination window—a move that violated their agreement, says Touch-N-Buy. UCFS also modified the terms of some merchant contracts without notifying Touch-N-Buy and took other actions that Touch-N-Buy claims interfered with its business relationships with merchants. On appeal, we consider whether Touch-N-Buy’s complaint sets forth a plausible claim that UCFS breached the parties’ agreement by declining to award Touch-N-Buy post-termination commissions and whether the district court erred in dismissing Touch-N-Buy’s tortious-interference, fraud, No. 25-3740, Touch-N-Buy LLC, et al. v. United Consumer Fin. Servs. unjust-enrichment, and promissory-estoppel claims. Concluding that the district court did not err, we AFFIRM. I. A. Factual Background UCFS provides “consumer financing for in-home products and services, retail products and professional services.” (Term. Letter, R. 1, PageID 37 (citation modified)). As relevant to this appeal, plaintiffs Touch-N-Buy LLC, Touch-N-Buy-MI, LLC, and Touch-N-Buy, LP (collectively “Touch-N-Buy”) provide contract solicitation and promotional services. The parties entered an independent representative agreement (“IRA” or “agreement”), which Touch-N-Buy appended to its complaint. The IRA identified Touch-N-Buy as UCFS’s “non-exclusive representative.” (I.R.A., R. 1, PageID 20). The parties also entered into a separate confidentiality agreement. The IRA’s terms obligated Touch-N-Buy to “solicit merchants to enter into Merchant Agreements” with UCFS related to “sheds and outdoor structures,” “roofing,” “plumbing,” and “others as agreed to by [the] parties.” (Id. at PageID 19, 30 (citation modified)). It also required Touch-N-Buy to promote UCFS as a “preferred financier[]” on consumer purchases within the continental United States. (Id. at PageID 19). The IRA’s payment structure was commission-based. Touch-N-Buy received a commission for each merchant agreement it solicited and UCFS accepted. Paragraph 6(A) of the IRA provides: Except as otherwise provided herein, [UCFS] shall pay to [Touch-N-Buy], as full and final c