The Federal Trade Commission sued Corpay, Inc. and its CEO, Ronald Clarke, alleging violations of Section 5 of the FTC Act. The complaint focused on five specific practices: three counts of deceptive advertising regarding fuel card savings and restrictions, and two counts of unfair and deceptive billing practices involving unauthorized fees and erroneous late charges. The FTC alleged that Corpay promised significant per-gallon discounts, 'Fuel Only' purchase limits, and zero transaction fees, while using fine print and hidden terms to negate those promises. Additionally, the FTC claimed Corpay automatically enrolled customers in various add-on fees without clear disclosure and charged late fees even when customers paid on time. The district court granted summary judgment for the FTC against both the company and the CEO, and issued a permanent injunction restricting Corpay's future billing and disclosure practices. Corpay and Clarke appealed, arguing that genuine disputes of material fact existed and that the injunction was overly broad.
The Eleventh Circuit reviewed the case de novo, applying the standard that a practice is deceptive if it makes a representation likely to mislead reasonable consumers and is material. The court found the evidence against Corpay overwhelming. For the 'per gallon' ads, the court held that small-print disclaimers could not cure the misleading net impression created by prominent claims, especially when the disclaimers excluded the very brands featured in the ads. Regarding 'Fuel Only' cards, internal documents admitted the term was a 'misnomer' because the cards allowed non-fuel purchases, contradicting Corpay's testimony. For 'no transaction fees,' the court rejected semantic arguments, noting that fees charged per transaction or per gallon constitute transaction fees under the plain meaning of the statute. On the billing practices, the court affirmed that charging fees without express informed consent, hiding them in dense terms, and assessing erroneous late fees caused substantial injury that was not reasonably avoidable by consumers. The court also addressed the CEO's personal liability, establishing that an individual is liable if they have 'some knowledge' of the practices and authority to control them. While the evidence showed Clarke knew of most violations, the court found no evidence linking him specifically to the 'Fuel Only' advertising claims, necessitating a reversal on that single count. Finally, the court upheld the permanent injunction, finding that Corpay's history of intentional misconduct and the persistence of unfair practices warranted 'fencing in' the company with strict disclosure requirements to prevent future violations.
Corpay must continue to comply with the permanent injunction, which prohibits hiding fee disclosures behind hyperlinks and requires 'unavoidable' disclosures and separate assent for each fee. The company remains liable for all five counts of the FTC's complaint. However, the decision limits personal liability for CEO Ronald Clarke on the 'Fuel Only' advertising count, vacating the summary judgment on that specific claim and remanding for further proceedings. This ruling reinforces that disclaimers cannot cure deceptive net impressions and that corporate leaders are personally liable only when specific knowledge of the violation is proven.