Judge Katherine Forrest
Under their August 2010 Agreement Wells Fargo employed certain Williams Trading employees, and paid a customer referral fee to Williams. The parties’ relationship soured. Wells Fargo’s proprietary trading reduced amounts payable to Williams, whose former customers stopped or reduced their business with Wells Fargo. The Agreement was terminated by a Jan. 9, 2012, Termination Agreement under which Wells Fargo performed a Referral Fee calculation pursuant to the Agreement and found no Referral Fee owed to Williams for the period Sept. 1 to Dec. 31, 2011. District court dismissed Williams’ August 2012 contract breach suit, finding that its 10 claims sought to hold Wells Fargo to "more" than Wells Fargo was contractually required to perform. Contrary to Williams’ claims the Agreement did not create a joint venture. Nor were there sufficient allegations of falsity and scienter on Williams’ claim it was fraudulently induced into the Termination Agreement. Williams’ claims for tortious interference with contract and business relations also failed. The Agreement specifically anticipated referrals of Williams’ customers to Wells Fargo. Williams cannot now sue Wells Fargo for doing that which it said it would do: service Williams’ former customers.
