Qwest Communications Corporation, a Delaware corporation, now known as CenturyLink Communications, LLC, doing business as CenturyLink QCC Third Party Plaintiff- Appellant
Free Conferencing Corporation, a Nevada corporation Third Party Defendant-Appellee
Submitted: October 18, 2018
from United States District Court for the District of South
Dakota - Sioux Falls
SHEPHERD, KELLY, and STRAS, Circuit Judges.
SHEPHERD, CIRCUIT JUDGE.
our prior remand, Qwest Communications Corp. v. Free
Conferencing Corp., 837 F.3d 889 (8th Cir. 2016), the
district court reconsidered Qwest Communications'
(Qwest) unjust-enrichment claim against Free Conferencing
(FC), which it had previously denied. The district court
again denied Qwest's claim, albeit for different reasons.
The district court found that, although Qwest had shown it
conferred a benefit upon FC and FC accepted that benefit, it
would not be inequitable for FC to retain that benefit
without paying Qwest. The district court explained that FC
earned that benefit because it provided conference-calling
services, 24-hour customer support, and access to a website
in exchange for two cents per minute for calls placed to
FC's conferencing bridges at Sancom. Moreover, Qwest paid
its own conference-calling vendor, Genesys, between two and
four-and-a-half cents per minute. Qwest again appeals. Having
jurisdiction pursuant to 28 U.S.C. § 1291, we affirm.
In reviewing a judgment after a bench trial, we review the
district court's factual findings and credibility
determinations for clear error, and its legal conclusions de
novo. We will overturn a finding of fact only if it is not
supported by substantial evidence, it is based on an
erroneous view of the law, or we are left with a definite and
firm conviction that an error has been made.
Qwest, 837 F.3d at 895 (internal citations and
quotation marks omitted).
argues the district court erred when it found FC was not
unjustly enriched. "Unjust enrichment is an equitable
remedy," id. at 899 (citing Dowling Family
P'ship v. Midland Farms, 2015 S.D. 50, ¶ 10,
865 N.W.2d 854, 860), "and we review a district
court's decision to deny an equitable remedy for abuse of
discretion." Id. (citing Olivares v.
Brentwood Indus., 822 F.3d 426, 429 (8th Cir.
2016)). "A district court abuses its
discretion if it fails to consider a relevant factor that
should have been given significant weight, if it considers an
improper or irrelevant factor, or if it 'commits a clear
error of judgment in the course of weighing proper
factors.'" Id. (quoting Aaron v. Target
Corp., 357 F.3d 768, 774 (8th Cir. 2004)); cf.
Highmark Inc. v. Allcare Health Mgmt. Sys., Inc., 572
U.S. 559, 563 n.2 (2014) ("The abuse-of-discretion
standard does not preclude an appellate court's
correction of a district court's legal or factual error:
'A district court would necessarily abuse its discretion
if it based its ruling on an erroneous view of the law or on
a clearly erroneous assessment of the evidence.'"
(quoting Cooter & Gell v. Hartmarx Corp., 496
U.S. 384, 405 (1990))).
establish a claim for unjust enrichment, the plaintiff must
prove (1) it conferred a benefit upon another; (2) the other
accepted or acquiesced in that benefit; and (3) it would be
inequitable to allow the other to retain that benefit without
paying." Qwest, 837 F.3d at 899 (citing
Dowling, 2015 S.D. 50, ¶ 19, 865 N.W.2d at
862). "[T]he fact that a benefit is retained, enjoyed,
and profitably exploited by the recipient, all without
compensation, does not necessarily mean that the recipient
has been unjustly enriched." Id. (alteration in
original) (internal quotation marks omitted). "Rather,
the beneficiary must obtain the benefit in a manner that the
law regards as unjustified." Id. (internal
quotation marks omitted). "[T]he relevant inquiry is
whether the circumstances are such that equitably the
beneficiary should restore to the benefactor the benefit or
its value." Id. (alteration in original)
(quoting Hofeldt v. Mehling, 2003 S.D. 25, ¶
18, 658 N.W.2d 783, 788); see also Mack v.
Mack, 2000 S.D. 92, ¶ 27, 613 N.W.2d 64, 69
("When unjust enrichment is found, the law implies a
contract, which requires the defendant to compensate the
plaintiff for the value of the benefit conferred.").
on the circumstances, we find no abuse of discretion by the
district court in its conclusion that it would not be
inequitable for FC to retain the benefit conferred by Qwest.
Ultimately, our decision is driven by the relevant standard
of review. "The abuse-of-discretion standard means
'the court has a range of choice, and that its decision
will not be disturbed as long as it stays within that range
and is not influenced by any mistake of law.'"
Novus Franchising, Inc. v. Dawson, 725 F.3d 885, 895
(8th Cir. 2013) (quoting Kern v. TXO Prod. Corp.,
738 F.2d 968, 970 (8th Cir. 1984)). "The very concept of
discretion presupposes a zone of choice within which the
trial courts may go either way." Id. at 895-96
(quoting Kern, 738 F.2d at 971). We are also
"mindful that the district courts are closer to the
facts and the parties . . . ." Kern, 738 F.2d
district court explained that FC earned the benefit conferred
by Qwest because it provided conference-calling services,
24-hour customer support, and access to a website in exchange
for two cents per minute for calls placed to FC's
conferencing bridges at Sancom. Moreover, Qwest paid its own
conference-calling vendor, Genesys, between two and
four-and-a-half cents per minute. Upon review of the record,
we have not identified any relevant factors the district
court failed to consider, nor any improper or irrelevant
factors that it should not have considered, nor any clear
error of judgment on the part of the district court. Nor is
the district court's decision legally erroneous, based on
our reading of South Dakota law on unjust enrichment.
the dissent implies FC did not legally acquire the benefit it
received from Qwest because it did so "through billing
practices that 'were never legal, '"
Qwest, 837 F.3d at 899, and, therefore, it would be
inequitable for FC to retain the benefit conferred by Qwest,
the dissent also concedes that we have previously concluded
that "FC was not itself acting illegally[.]"
Id. at 900; cf. Commercial Trust & Sav. Bank
v. Christensen, 535 N.W.2d 853, 858 (S.D. 1995)
("Unjust enrichment claims do not arise simply because
the landlord benefits from the efforts of tenants;
'unjust' enrichment implies illegal or inequitable
behavior by the landlord in obtaining the benefits
conferred by the tenant." (emphasis added)). Moreover,
FC was not "a party to the FCC proceedings" nor did
"the FCC exercise . . . jurisdiction ...