The Trade Group, Inc. v. BTC Media, LLC

Filing 130

MEMORANDUM OPINION & ORDER: The Court concludes that genuine issues of material fact exist that preclude the entry of summary judgment. Accordingly, The Trade Group, Inc.'s Motion for Summary Judgment is DENIED (ECF No. 82 ). (Ordered by Judge Mark Pittman on 6/3/2024) (bdb)

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
THE TRADE GROUP, INC.,
Plaintiff,
No. 4:23-cv-00555-P

v.
BTC MEDIA, LLC, ET AL.,
Defendants.

MEMORANDUM OPINION & ORDER
Before the Court is Plaintiff The Trade Group, Inc.’s (“TTG”) Motion
for Summary Judgment against Defendant BTC Media, LLC (“BTC”).
ECF No. 82. After reviewing the Motion, evidence, and relevant case
law, the Court finds that genuine issues of material fact exist that
preclude the entry of summary judgment. Therefore, the Motion is
DENIED.

BACKGROUND
TTG is a company specializing in the design and management of
trade show exhibits, conferences, and corporate events. TTG offers a
range of services including booth construction, event logistics, and onsite management, and has established itself as a key player in the event
production industry.
In 2021, BTC hired TTG to provide services for the Bitcoin 2021
conference. TTG was responsible for constructing exhibitor booths and
managing event logistics. The event was successful, and after a postevent reconciliation of expenses, BTC paid TTG in full for their work.
Building on this success, BTC engaged TTG once again to manage the
Bitcoin 2022 conference. The scope of work included not only booth
construction but also comprehensive event management services. As
preparations for the Bitcoin 2022 conference progressed, TTG used a
Google Sheet to track costs and communicate estimates to BTC.

This is where the problems begin. In early 2022, TTG presented BTC
with the Google Sheet estimating a total cost of $17 million for Bitcoin
2022, which was significantly higher than BTC’s budget. BTC expressed
concerns about the high costs and requested a detailed breakdown.
Tensions escalated when BTC proposed paying third-party vendors
directly and only paying TTG a markup, a suggestion that TTG
vehemently opposed. In the months leading up to the event, both parties
continued negotiations. TTG assured BTC that the markups on thirdparty services would be reasonable, typically within a 10-20% range.
However, as the event approached, BTC became increasingly concerned
about the accuracy and transparency of TTG’s billing practices.
Bitcoin 2022 took place in April 2022 and was a smashing success.
During the event, TTG continued to update the Google Sheet with costs
and expenses. After the event, TTG provided BTC with a final invoice
totaling approximately $17.2 million. BTC disputed several charges,
claiming they were unauthorized and significantly marked up beyond
agreed terms.
BTC further discovered perceived discrepancies between the Google
Sheet and TTG’s internal accounting records. These discrepancies
raised concerns about the accuracy of the invoices and led BTC to
request an independent audit. TTG conducted an audit through their
chosen firm, which BTC disputed as biased and incomplete.
As a result of the ongoing disputes, TTG filed a lawsuit in Texas state
court in May 2023 against BTC seeking recovery of the unpaid amounts.
TTG’s claims include breach of contract, suit on account, and unjust
enrichment. TTG also seeks to pierce the corporate veil to hold BTC Inc.
liable for BTC Media’s obligations. BTC removed the lawsuit to federal
court in June of 2023.
On July 3, 2023, BTC filed a motion to dismiss TTG’s amended
complaint, arguing the Court lacked jurisdiction or in the alternate
should transfer the case to the Southern District of Florida. The Court
denied that motion on September 22.
In response to new evidence, TTG amended its complaint again on
December 18, 2023, to include BTC Inc. as a defendant. BTC Media, in
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turn, filed a motion for leave to file additional counterclaims under the
Texas Deceptive Trade Practices Act and for common-law fraud the next
day, alleging that TTG misrepresented booth prices and submitted
inaccurate invoices. After a January 2024 hearing on the issue of
whether it was too late to file the counterclaims, the Court leave.
On February 26, 2024, TTG filed the present motion for summary
judgment, arguing that no genuine issues of material fact existed and
that they are entitled to judgment as a matter of law on both their claims
and BTC’s counterclaims. That motion is full briefed and ripe for the
Court’s review.

LEGAL STANDARD
Summary judgment is proper if “there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a matter of
law.” FED. R. CIV. P. 56(a). A dispute is “genuine” if the evidence
presented would allow a reasonable jury to return a verdict in favor of
the non-movant. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 242–43
(1986). A fact is “material” if it would affect a case’s outcome. Id. at 248.
Generally, the “substantive law will identify which facts are material,”
and “[f]actual disputes that are irrelevant or unnecessary will not be
counted.” Id. In assessing whether summary judgment is appropriate,
the Court views evidence in the light most favorable to the nonmovant.
Cunningham v. Circle 8 Crane Servs., LLC, 64 F.4th 597, 600 (5th Cir.
2023). The Court may rely on any evidence of record but need only
consider those materials cited by the parties. FED. R. CIV. P. 56(c)(1)–(3);
see generally Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986) (noting
summary judgment is proper “if the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the affidavits, if
any, show that there is no genuine issue as to any material fact and that
the moving party is entitled to judgment as a matter of law”). But the
Court need not mine the record for evidence supporting the nonmovant;
the burden falls on the moving party to simply show a lack of evidence
supporting the nonmovant’s case. See Malacara v. Garber, 353 F.3d 393,
404–05 (5th Cir. 2003).

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ANALYSIS
The Court finds that several genuine issues of material fact
preclude the entry of summary judgment in favor of TTG.
First, regarding the validity and authorization of charges, TTG
asserts that all charges invoiced to BTC Media were agreed upon and
reasonable. See ECF No. 83 at 26–28. TTG contends that the invoices
reflect the services provided and are consistent with the Parties'
agreements. Id. However, BTC Media disputes the validity of specific
charges, arguing that some were unauthorized or improperly marked
up. See ECF No. 92 at 13–20. BTC Media presents evidence suggesting
that TTG's accounting practices were manipulative, creating genuine
disputes over the validity of the charges. Id at 40. For example, BTC
Media argues that TTG's markups were unreasonably high and
exceeded the customary rates agreed upon by the Parties. Id. Given
these conflicting accounts, the Court finds that there are genuine issues
of material fact regarding the validity and authorization of the charges,
which necessitate a trial to resolve.
Second, the existence of a clear agreement between the parties is
in dispute. TTG claims there was a clear and enforceable agreement
regarding the services and charges for Bitcoin 2022, relying on
documentation and prior dealings to support its position. See ECF No.
83 at 29–38. In contrast, BTC Media contends that there was no meeting
of the minds on the essential terms, particularly the price, which is
fundamental to contract formation. See ECF No. 92 at 31–36. BTC
Media argues that the Parties' understanding of the pricing terms was
inconsistent, raising a genuine issue of material fact about whether a
binding agreement existed. Id. The Court finds that these conflicting
assertions about the existence of a clear agreement require a fact-finder
to determine the credibility of the Parties' positions.
Third, the issue of unjust enrichment presents genuine factual
disputes. TTG claims that BTC Media was unjustly enriched by
benefiting from TTG’s services without full payment and seeks recovery
under this principle. See ECF No. 83 at 38–39. BTC Media, however,
disputes the applicability of unjust enrichment, arguing that it is not a
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recognized standalone cause of action in Texas and challenging the
factual basis of the enrichment claim. See ECF No. 92 at 28–31. The
Court finds that determining whether BTC Media was unjustly enriched
DISTRICT
COURT
involves factualUNITED
questions STATES
about the services
provided
and the payments
FOR
NORTHERN
made, which
are THE
best resolved
at trial.DISTRICT OF TEXAS

FORT WORTH DIVISION

Lastly, the veil-piercing claim involves genuine issues of material
fact.
TTG seeks
to hold
REGINALEA
KEMP
, BTC Inc. liable as BTC Media’s alter ego, citing
financial interdependence and misuse of the corporate form to avoid
Plaintiff,
liabilities.
See ECF No. 83 at 41–47. TTG argues that piercing the
corporate veil is necessary to prevent injustice. Id. at 45–46. BTC Media,

v.

No. 4:23-cv-00841-P

on the other hand, argues that TTG has not provided sufficient evidence

to
support the
alter
REGIONS
BANK
ETego
AL.,theory, contending that corporate formalities
were observed and that there is no basis for piercing the corporate veil.
See Defendants.
ECF No. 92 at 40–44. The Court finds that determining whether
ORDER
BTC Inc. should be held liable
as BTC Media's alter ego involves
complex
factual
questions
that too are
best resolved
at trial.
Before
the Court
is Plaintiff’s
Unopposed
Motion
for Leave to File
Second Amended Complaint.
ECF No. 18. Having considered the Motion
CONCLUSION
and applicable docket entries, the Court GRANTS the Motion.
For the foregoing reasons, the Court concludes that genuine issues
SO ORDERED on this 18th day of September 2023.
of material fact exist that preclude the entry of summary judgment.
Accordingly, The Trade Group, Inc.'s Motion for Summary Judgment is
DENIED (ECF No. 82).

SO ORDERED on this 3rd day of June 2024.
______________________________________________
Mark T. Pittman
UNITED STATED DISTRICT JUDGE

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