Identify and state the relevant facts in the case: [*1058] In addition, the Agreement authorizes Defendants to establish and fund a reserve account from Schnucks' payment card transactions to offset its indemnity obligations in an amount not to "exceed ... any current and anticipated Association fees or fines." (Bankcard [**6] Addendum at § 22.1) Schnucks alleges that following the data breach, "First Data received a preliminary case management report from MasterCard outlining the case management fee and the amount of monitoring/card replacement and fraud loss reimbursement it was assessing against Citicorp." (Compl. at ¶ 28) Based on the amount of MasterCard's assessment, First Data then projected the total amount of Visa's assessment (id. at ¶ 29), and established the reserve account by withholding a percentage each day from the funds it collected for Schnucks from its payment card transactions. (Id. at ¶¶ 30-31) Schnucks further alleges that Defendants have breached the Agreement by wrongfully withholding funds owed to Schnucks in an amount that is substantially more than the liability limitation of $500,000. (Id. at ¶¶ 3-4) Schnucks also seeks a declaratory judgment with respect to its maximum liability under the Agreement and the maximum amount Defendants may withhold from it to fund the reserve account. (Id. at ¶ 5) Defendants assert a counterclaim against Schnucks for declaratory judgment that the limitation of liability in the Agreement "does not apply to: (i) fees charged by MasterCard or Visa to Defendants [**7] as a result of a cyber-attack experienced by a merchant including, but not limited to, servicers' fees, third-party fees, fees related to [fraud reimbursement and recovery]; and/or (ii) fees, fines or penalties charged by Visa or MasterCard for a merchant's failure to comply with the Payment Card Industry Data Security (PCIDSS) requirements." (Counterclaim, Doc. No. 20 at ¶ 23) Each side asserts that the contract language at issue is not ambiguous and can be interpreted in accordance with its plain meaning. See Murr v. Midland National Life Ins. Co., 758 F.3d 1016, 1021 (8th Cir. 2014) ("Under Missouri law, unambiguous contracts are enforced according to their plain language."). Accordingly, the parties have filed cross-motions for judgment on the pleadings.3 3 Although Schnucks' motion is titled "Cross-Motion for Judgment on the Pleadings," in its supporting memoranda and later filed motions, Schnucks refers to its pleading as a partial cross-motion for judgment on the pleadings (see Doc. Nos. 44, 52, 56 at ¶ 2 and 59 at ¶ 3) and the Court has considered it as such.
Identify and state the relevant facts in the case:
[*1058] In addition, the Agreement authorizes Defendants to establish and fund a reserve account from Schnucks' payment card transactions to offset its indemnity obligations in an amount not to "exceed ... any current and anticipated Association fees or fines." (Bankcard [**6] Addendum at § 22.1) Schnucks alleges that following the data breach, "First Data received a preliminary case management report from MasterCard outlining the case management fee and the amount of monitoring/card replacement and fraud loss reimbursement it was assessing against Citicorp." (Compl. at ¶ 28) Based on the amount of MasterCard's assessment, First Data then projected the total amount of Visa's assessment (id. at ¶ 29), and established the reserve account by withholding a percentage each day from the funds it collected for Schnucks from its payment card transactions. (Id. at ¶¶ 30-31)
Schnucks further alleges that Defendants have breached the Agreement by wrongfully withholding funds owed to Schnucks in an amount that is substantially more than the liability limitation of $500,000. (Id. at ¶¶ 3-4) Schnucks also seeks a declaratory judgment with respect to its maximum liability under the Agreement and the maximum amount Defendants may withhold from it to fund the reserve account. (Id. at ¶ 5)
Defendants assert a counterclaim against Schnucks for declaratory judgment that the limitation of liability in the Agreement "does not apply to: (i) fees charged by MasterCard or Visa to Defendants [**7] as a result of a cyber-attack experienced by a merchant including, but not limited to, servicers' fees, third-party fees, fees related to [fraud reimbursement and recovery]; and/or (ii) fees, fines or penalties charged by Visa or MasterCard for a merchant's failure to comply with the Payment Card Industry Data Security (PCIDSS) requirements." (Counterclaim, Doc. No. 20 at ¶ 23)
Each side asserts that the contract language at issue is not ambiguous and can be interpreted in accordance with its plain meaning. See Murr v. Midland National Life Ins. Co., 758 F.3d 1016, 1021 (8th Cir. 2014) ("Under Missouri law, unambiguous contracts are enforced according to their plain language."). Accordingly, the parties have filed cross-motions for judgment on the pleadings.3
3 Although Schnucks' motion is titled "Cross-Motion for Judgment on the Pleadings," in its supporting memoranda and later filed motions, Schnucks refers to its pleading as a partial cross-motion for judgment on the pleadings (see Doc. Nos. 44, 52, 56 at ¶ 2 and 59 at ¶ 3) and the Court has considered it as such.
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