### In the



# United States Court of Appeals

For the Seventh Circuit

____________________

No. 13

‐ 2706

R ICHARD A COSTA and J ENIFER R OMAN

, Plaintiffs

‐ Appellants

,

v.

T ARGET C ORPORATION

, et al.

, Defendants

‐ Appellees

.

____________________

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 05 C 7068

— Joan B. Gottschall

, Judge

.

____________________

A RGUED J ANUARY 10, 2014

— D ECIDED M ARCH 19, 2014

____________________

Before F LAUM and E ASTERBROOK

, Circuit Judges

, and

G RIESBACH

, District Judge

. *

F LAUM

, Circuit Judge

. From 2000 to 2007, Target Corpora

‐

tion sent unsolicited general

‐ purpose credit cards to millions

of existing holders of its limited

‐ use charge cards accepted

* Of the Eastern District of Wisconsin, sitting by designation.2 No. 13

‐ 2706

only at Target. As part of this “upgrade” campaign, Target

deactivated the holder’s old card. Richard Acosta and Jenifer

Roman brought a putative class action claiming that this

campaign violated the federal Truth in Lending Act and

state law. The district court granted summary judgment for

Target and we affirm.

I. Background

A. The Autosub Program

Target Guest Cards are store credit cards, which permit

guests to make purchases only at Target. Target began its

Guest Card program in 1994 and has continued it ever since.

In 2000, Target introduced Target Visa Cards, which are all

‐

purpose credit cards that can be used anywhere, although

they feature special benefits for Target customers. The Guest

Card and the Visa were provided on different terms: Target

used different underwriting criteria for each, they were gov

‐

erned by separate credit card agreements, and the Visa typi

‐ cally had a higher credit limit and lower APR than the Guest

Card.

This controversy arises from Target’s campaign to “up

‐ grade” customer Guest Cards to Visas, which began in 2000

and lasted until 2007. From 2000 through mid

‐ 2006, Target

called this program “Auto

‐ Substitution,” and from late 2006

through 2007 it was known as “Auto

‐ Product Change.” (For

simplicity, we’ll refer to the programs collectively as “Auto

‐ sub.”) During this time, Target sent unsolicited Visas to

more than ten million current and former Guest Card hold

‐No. 13

‐ 2706 3

ers. The cards were attached to a “card carrier” 1 and accom

‐ panied by a credit card agreement and marketing materials

designed to entice the recipient to activate the new card.

When Target mailed the Autosubbed Visas, it typically

deactivated the Guest Cards shortly afterward. 2 If a custom

‐

er activated her new Target Visa, two things generally hap

‐ pened: the Visa’s terms, set forth in the cardholder agree

‐

ment, became effective, and the accountholder’s Guest Card

balance was transferred to the Visa. If the customer did not

activate the Visa, Target closed her account entirely.

The materials sent with the Visas did not suggest that

keeping the Guest Card was an option. Various fliers and

brochures informed customers, “We’ve replaced your Target

Card with a Target Visa” and “Your old Target Card will be

closing soon, so cut up your old Target Card, activate your

new Target Visa and start using it today!” Although the pos

‐ sibility was not highlighted for them, customers could in fact

opt out of the Visa upgrade if they wished. A Guest Card

accountholder could call Target to reject the Visa but ask to

keep the Guest Card. Alternatively, if a holder attempted to

use the Guest Card after the Visa had been mailed, she

would be informed that the Guest Card account had been

closed but that she had the choice to reopen it. Finally, Tar

‐

get telemarketers called over a million people who were

1 Card carriers are tri

‐ folded pieces of paper with a credit card attached.

Their text prominently features some of the most attractive benefits of

the credit card.

2 In approximately 12,000 cases, Guest Card accounts remained open

even after Visas were activated, but neither the record nor the parties

explain how this happened.4 No. 13

‐ 2706

mailed a Visa card but did not activate it immediately. Dur

‐ ing those calls, telemarketers advised customers that the

Guest Card was about to expire, but they could keep it if

they desired.

The credit limits on the Autosubbed Visas were always

rounded to a number between $1,000 and $10,000, and the

credit agreement gave Target the right to change the credit

limit at its discretion. In contrast, new customers had to open

a Target Visa through a standard application, and cards

opened in this way could have credit limits as low as $500.

Further, the method used for calculating the credit limit in

the Autosub mailings was different than the method used

after the Autosubbed Visa was activated. The Autosub mate

‐

rials did not indicate that the credit limits were subject to

change, and customers often had their credit limits reduced

after activation. For example, in the 2005 rollout, most cus

‐

tomers initially had a credit limit of $1,000, but many with

credit scores under 649 had their limits reduced.

Finally, both the Guest Card and Visa agreements gave

Target substantial leeway to modify or cancel accounts.

From 1994 through 2006, the Guest Card agreements pro

‐

vided:

OUR RIGHTS—We may limit or cancel your

Account.

...

OTHER CHANGES TO THIS AGREEMENT—

We have the right to change this Agreement

and apply those changes to the existing bal

‐

ance. We will make any changes in accordance

with the law.No. 13

‐ 2706 5

The Visa agreements in effect from 2000 through 2007

put it slightly differently:

CHANGES TO THIS AGREEMENT. We have

the right to change this Agreement (including

the right to add additional terms) and to apply

those changes to any existing balance.

B. Proceedings below

Richard Acosta applied for a Guest Card on June 1, 1999

and used it from 1999 until late 2005. Acosta received an un

‐

solicited Visa in October of 2005. He activated the Visa the

next month.

Jenifer Roman also obtained a Guest Card, although the

date she opened the account is unclear. In September 2004,

she received and activated an unsolicited Visa. Roman’s Visa

had a higher credit limit and lower minimum payment than

the Guest Card, but because Roman carried a balance from

the Guest Card and failed to pay on time, she ultimately in

‐

curred higher late fees and a worse interest rate than she

would have had with a Guest Card.

Acosta and Roman claimed that the terms accompanying

the Visas misleadingly implied that they described all of the

differences between the Guest Card and the Visa. The head

‐ ings in the brochure indicated that they were summaries of

the differences between the two cards.

Plaintiffs sued Target individually and on behalf of a pu

‐

tative class. (Actually, they sued Target Corporation and two

subsidiaries—Target Receivables LLC and Target National

Bank—but except in one instance, discussed below, this

makes no difference.) Their core claims were premised on

two provisions of the Truth in Lending Act (TILA): 15 U.S.C.6 No. 13

‐ 2706

§ 1642, which prohibits the mailing of unsolicited credit

cards, and 15 U.S.C. § 1637(c), which requires credit card

mailings to contain certain disclosures in a “tabular for

‐

mat.” 3 Additionally, Plaintiffs brought state

‐ law claims for

fraud, breach of contract, tortious interference with business

relations, and violation of an implied trust. Finally, Plaintiffs

sought a declaration that Target violated TILA and the credit

agreements.

The district court granted summary judgment on all

claims. It found that the Autosub program did not violate

§ 1642 since it was a “substitution” of the Guest Card, which

is specifically permitted by the statute. The court also found

that Target had complied with § 1637(c). After deciding

Plaintiffs’ TILA claims, the court opted to exercise supple

‐

mental jurisdiction over the state

‐ law claims. It concluded

that Target did not defraud the Plaintiffs or other Visa recip

‐

ients; that Target had not breached its credit card agree

‐

ments; and that Target had not acted unjustifiably, thereby

insulating itself from liability for tortious interference. The

court dismissed the implied trust and declaratory judgment

claims as derivative of the others.

Finally, the district court denied the Plaintiffs’ motion for

class certification. It noted that certain members of the puta

‐

tive class that Acosta and Roman sought to represent might

well have a valid claim (specifically, recipients of Visas

whose Guest Cards were not cancelled immediately and the

3 In 2001 and 2002, the materials accompanying the Autosubbed Visas

contained the table required by 15 U.S.C. § 1637(c). However, the Visas

sent from 2004 to 2007 did not (the mailings for those years still con

‐

tained the necessary information, but did not display it in tabular for

‐

mat). The record makes no mention of any mailings in 2003.No. 13

‐ 2706 7

approximately 12,000 customers who simultaneously held

valid Guest Cards and Visas). But neither Roman nor Acosta

was among this subclass, and they had no valid claims

themselves. Roman and Acosta were therefore inappropriate

class representatives, so the court denied the motion for class

certification.

II. Discussion

Plaintiffs appeal most of the district court’s rulings. We

review the district court’s grant of summary judgment de

novo. See Ellis v. DHL Express Inc.

, 633 F.3d 522, 525 (7th Cir.

2011).

A. Section 1642

Section 1642 of TILA forbids credit card issuers from

sending ready

‐ to

‐ use cards to consumers without receiving a

request or application from the consumer. 15 U.S.C. § 1642.

However, “[t]his prohibition does not apply to the issuance

of a credit card in renewal of, or in substitution for, an ac

‐ cepted credit card.” Id. We must therefore decide whether

Target’s Autosub program is a “substitution” within the

meaning of the statute.

On its face, the Autosubbed Visa would appear to be a

substitution, at least as the word is commonly understood. A

substitute is “something that is put in place of something

else or is available for use instead of something else.” Web

‐

ster’s Third New International Dictionary 2280 (1993). The

Target Visas qualify—they take the place of the Guest Card

and assume all of the Guest Card’s functions.

Nevertheless, the Supreme Court has instructed us to

give special deference to regulations promulgated by the

agency charged with the TILA’s administration, the Federal8 No. 13

‐ 2706

Reserve Board. See Ford Motor Credit Co. v. Milhollin

, 444 U.S.

555, 565–66 (1980); Mourning v. Family Publ’ns Serv., Inc.

, 411

U.S. 356, 366 (1973). The Board has promulgated its interpre

‐

tation of the TILA in Regulation Z, but in this instance the

regulation is not much help, for it simply tracks the language

of § 1642. See 12 C.F.R. § 226.12(a) (“[N]o credit card shall be

issued to any person except

... [i]n response to an oral or

written request or application for the card; or

... [a]s a re

‐

newal of, or substitute for, an accepted credit card.”). Fortu

‐ nately, the Board also publishes an Official Staff Interpreta

‐

tion of Regulation Z. Like Regulation Z itself, this commen

‐

tary is authoritative, and it controls our interpretation unless

it is “demonstrably irrational.” Walker v. Wallace Auto Sales,

Inc.

, 155 F.3d 927, 931 n.5 (7th Cir. 1998).

The relevant portion of the Board’s commentary elabo

‐

rates on the term “substitution”:

2. Substitution—examples. Substitution en

‐

compasses the replacement of one card with

another because the underlying account rela

‐ tionship has changed in some way—such as

when the card issuer has:

...

iii. Changed the credit or other features

available on the account. For example,

the original card could be used to make

purchases and obtain cash advances at

teller windows. The substitute card

might be usable, in addition, for obtain

‐ ing cash advances through automated

teller machines.

... The substitution of

one card with another on an unsolicited

basis is not permissible, however, whereNo. 13

‐ 2706 9

in conjunction with the substitution an

additional credit card is opened and the

consumer is able to make new purchas

‐

es or advances under both the original

and the new account with the card. For

example, if a retail card issuer replaces

its credit card with a combined retail

‐

er/bank card, each of the creditors main

‐

tains a separate account, and both ac

‐

counts can be accessed for new transac

‐

tions by use of the new credit card, the

card cannot be provided to a consumer

without solicitation.

Official Staff Interpretation, 12 C.F.R. pt. 226, Supp. I,

¶ 12(a)(2)(iii).

This interpretation confirms that the Autosubbed Visa

qualifies as a substitution. The Visa offers features different

from the Guest Card—the ability to use the card anywhere,

and credit limits and interest rates that differ from the Guest

Card, just to name a few. 4 Moreover, while the commentary

prohibits some substitutions spurred by new card features,

those qualifications do not apply here. This is not a case

where a new unsolicited card is issued, but then two ac

‐

counts exist and both can be accessed when the customer ac

‐

tivates the new card. When a Guest Card owner activated

the Visa, the balance from the Guest Card was automatically

4 We note, without deciding the question, that because the Visa was

honored at a different merchant base than the Guest Card, it may poten

‐ tially qualify as a substitution under ¶ v of the commentary, too. That

section permits new card issuance when the merchant base changes. See

12 C.F.R. pt. 226, Supp. I, ¶ 12(a)(2)(v).10 No. 13

‐ 2706

carried forward to the Visa and the Guest Card account was

closed; if the consumer did not accept or activate the Visa,

the Guest Card account was closed. Thus, as a result of the

Autosub program, the cardholder’s account relationship was

changed in some way unless the cardholder took action to

revert back to her former relationship with Target.

Plaintiffs try to cast the Visa mailings as an offer to

change the underlying account relationship and not as an

actual change to the account relationship. As support, they

point to the instances where Guest Card holders were tar

‐ geted for Visa substitution, but the customer either called

Target or protested at the point of sale. But the Autosub pro

‐

gram was more than a mere offer—unless a customer af

‐ firmatively resisted the substitution, either the Visa replaced

the Guest Card or the Guest Card account was closed entire

‐ ly. 5 Moreover, Plaintiffs’ assertion that an offer to substitute

the Visa for the Guest Card would somehow offend TILA is

without support in the regulations or commentary. In fact, it

strikes us as contrary to the spirit of TILA to read the statute

as Plaintiffs urge. If a customer’s ability to reject a substitu

‐

tion card somehow rendered the substitution illegal, issuers

would instead impose the substitution with no opt

‐ out abil

‐ ity. Consumer choice and flexibility would be hamstrung—a

strange result under a consumer protection statute.

5 Acosta and Roman also point to the small number of times where Tar

‐

get waited longer periods—120 to 150 days in some circumstances—to

deactivate the Guest Cards, and the approximately 12,000 customers

who somehow had active Guest Cards and Visas simultaneously. Both of

these groups could have used the Guest Card account and the Visa ac

‐

count at the same time, and may therefore fall outside the Board’s defini

‐

tion of an acceptable substitution. But Acosta and Roman are not among

this group, and they cannot pursue the potentially valid claims of others.No. 13

‐ 2706 11

The Visa was therefore a valid substitution for the Guest

Card, both as the word is commonly understood and as the

Board has interpreted the term for the purposes of TILA.

B. Section 1637(c)

Section 1637(c) is a disclosure statute, which means that it

governs the content and form of disclosures for new credit

accounts. The central question here is whether Target’s issu

‐

ance of the Visas opened a new account, or merely changed

an existing one. In the former case, the issuer must make cer

‐

tain initial disclosures, which must be presented in tabular

format in a so

‐ called “Schumer Box.” 6 15 U.S.C. § 1637(c); 12

C.F.R. § 226.6(b)(1). In the latter, the issuer must also make

certain disclosures, but need not place the information in a

table. 12 C.F.R. § 226.9(c)(2). Target’s mailings between 2004

and 2007 did not include a Schumer Box, but they complied

with § 226.9(c)(2).

In the case of substitutions, the difference between new

accounts and changes to existing accounts is fuzzy, and the

statute is ambiguous. When the Autosub programs were

implemented, Regulation Z and the Board commentary were

silent on what constituted a new account and therefore re

‐ quired initial disclosures. However, in 2009, Congress

passed the Credit Card Accountability Responsibility and

Disclosure (CARD) Act. Pub. L. No. 111

‐ 24, 123 Stat. 1734.

The CARD Act amended § 1637 of TILA, and these changes

were incorporated into the regulations. The Board also is

‐

6 So named for Senator Charles Schumer, who was the chief proponent

of requiring tabular formatting for initial disclosures when TILA was

being shaped and debated. Roberts v. Fleet Bank (R.I.)

, 342 F.3d 260, 263

n.1 (3d Cir. 2003).12 No. 13

‐ 2706

sued a new commentary, “to clarify the application of the

disclosure requirements

... when one credit card account is

substituted or replaced with another.” Truth in Lending, 74

Fed. Reg. 54124

‐ 01 (proposed Oct. 21, 2009).

The new commentary incorporates a flexible approach

for card issuers, and it prescribes a six

‐ factor inquiry to de

‐

cide if a substitution results in a new account requiring ini

‐

tial disclosures. 12 C.F.R. pt. 226, Supp. I, ¶ 5(b)(1)(i)(6). In

the district court, Target conceded that the new commen

‐ tary—if it applied—required it to treat the Autosubbed Visas

as new accounts. But the district court concluded that the

2010 commentary was only applicable to post

‐ CARD Act

conduct, and Plaintiffs have not appealed this ruling, thus

waiving any argument that the commentary should apply to

their case. 7

Of course, it is still possible that the Autosubbed Visas

should have been treated as a new account under TILA and

Regulation Z as they existed in 2004–2007. The district court

never addressed this question, and we have located no case

law or administrative materials on point.

Target points to a broad definition from Black’s Law Dic

‐ tionary, which defines “account” as a “detailed statement of

the debits and credits between parties to a contract or to a

7 Plaintiffs do argue that the 2004 amendments to Regulation Z and ac

‐ companying Board commentary should apply. But this commentary, by

its terms, applies only to accounts that have been closed. 12 C.F.R. pt.

226, Supp. I, ¶ 5(b)(1)(i)(3). The Guest Card accounts of Roman, and pre

‐ sumably other members of the putative class, were inactive, but nothing

indicates that they were actually closed. There is a difference between an

account closed due to inactivity—which is contemplated in the commen

‐ tary—and an account that remains open, but inactive.No. 13

‐ 2706 13

fiduciary relationship; a reckoning of monetary dealings[; or

a] course of business dealings or other relations for which

records must be kept.” Black’s Law Dictionary 19 (9th ed.

2009). Target’s reliance on this expansive definition—

encompassing the total relationship between the parties—

was reasonable and supports Target’s theory that the Visas

did not create a new account. Target had no way of knowing

during the early

‐ and mid

‐ 2000s that the Autosubbed Visas

would violate § 1637, and so Target made the reasonable

judgment that new account disclosures were not required.

Even the new Board commentary contemplates some substi

‐

tutions where new account disclosures are not required in a

post

‐ CARD Act world. We do not suggest that the current

Board commentary is an impermissible construction of the

statute, only that Target’s interpretation was reasonable, too.

We therefore decline to hold Target liable for a change it

could not predict. Cf. Christopher v. SmithKline Beecham Corp.

,

132 S. Ct. 2156, 2167 (2012) (before imposing financial liabil

‐ ity on regulated parties, “agencies should provide

... fair

warning of the conduct a regulation prohibits or requires”

(internal quotation marks and citation omitted)).

C. State

‐ law fraud

Plaintiffs next allege that they were fraudulently induced

to accept the Visa. Both parties agree that the credit agree

‐

ments and any dispute between Target and cardholders are

governed by South Dakota law. South Dakota fraudulent in

‐

ducement law is unexceptional, and requires:

that a representation [1] was made as a state

‐

ment of fact, [2] which was untrue and [3]

known to be untrue by the party making it, or

else recklessly made; that it [4] was made with14 No. 13

‐ 2706

intent to deceive and for the purpose of induc

‐ ing the other party to act upon it; and that [5]

he did in fact rely on it and was induced there

‐ by to act to his injury or damage.

N. Am. Truck & Trailer, Inc. v. M.C.I. Commc’n Servs., Inc.

, 751

N.W.2d 710, 713 (S.D. 2008). Misrepresentations can also “in

‐

clude true statements which the maker knows or believes to

be materially misleading because of his failure to state addi

‐

tional qualifying matter. Maybee v. Jacobs Motor Co., Inc.

, 519

N.W.2d 341, 343 (S.D. 1994) (citing Restatement (Second) of

Torts § 229 (1977)).

Plaintiffs’ fraud allegations include two primary mis

‐

deeds: (1) that Target misled Guest Card holders into believ

‐ ing that their APRs and credit limits would not be adjusted,

when in fact they would be, and (2) that Target misled Guest

Card holders into believing that they were required to ex

‐ change their Guest Cards for Visas in order to maintain a

credit account with Target.

Plaintiffs claim that the advertised APR and credit limits

included with the credit card carrier were “bait and switch”

tactics, because many customers would eventually be subject

to a higher APR and credit limit. Target made no representa

‐

tions about the customer’s ability to keep a specific credit

limit or a certain APR, but Plaintiffs argue that the materials

implicitly made these promises. Yet Target included sum

‐

maries of the differences between the Guest Card and Visa,

which laid out the different application of penalty APRs and

credit limit reduction risks.No. 13

‐ 2706 15

We can dismiss the complaint of APR penalties straight

‐ away—Target disclosed the reasons for a spike in the APR

and did not raise the rate unless payments were missed.

The potential for credit limit adjustment is different. Re

‐

call that Target always started the Autosubbed Visas with a

credit limit of at least $1,000, even if the customer would not

have otherwise qualified for that limit. These Visas were

then subject to different underwriting criteria that governed

the credit limit going forward, which sometimes resulted in

the lowering of the limits (possibly without customers miss

‐ ing any payments—the record is not clear). Target apparent

‐ ly tried to prevent Autosubbed Visas from having their cred

‐

it limits adjusted for the first six months after conversion,

but 0.01% of accountholders experienced a change in their

credit limit within a month of activating their Visas. Even so,

Target’s representations were not fraudulent. The Visa

agreement stated that Target was free to change credit limits

“for any reason not prohibited by law, including, but not

limited to, changes in your credit capacity, your pattern of

payments to us, or your purchasing behavior.” Target never

promised that the rates or limits would stay in effect for any

specific length of time. Plaintiffs have therefore not demon

‐

strated that the information accompanying the Autosubbed

Visas was inaccurate or intended to be inaccurate under

South Dakota law.

Plaintiffs’ final claim of fraud alleges that Target induced

them to activate their Visa accounts because the Autosub

mailings did not inform Guest Card holders that it was pos

‐

sible to maintain their Guest Card account if they took af

‐

firmative steps to do so. Instead, the mailings simply said

that if a cardholder activated the Visa, their Guest Card16 No. 13

‐ 2706

would be deactivated, and that if a cardholder did nothing

their Guest Card account would be closed. But, as the district

court noted, unless Visa recipients took affirmative steps to

maintain their Guest Card account, it would close, which

means that the disclosure was truthful.

South Dakota law does permit fraud claims to proceed

where a party makes true statements but omits “qualifying

matter.” Maybee

, 519 N.W.2d at 343. Nevertheless, Target’s

omitting the fact that cardholders could maintain their Guest

Cards by taking additional steps was not fraudulent. As the

district court noted, Plaintiffs’ position might require Target

to disclose any condition that could theoretically be negoti

‐

ated with the card issuer. We see no compelling reason to

deem Target’s conduct fraudulent.

D. Breach of contract

Plaintiffs also claim that Target breached its contract with

them—the Guest Card agreement—by sending the Visa with

its new agreement. While South Dakota law construes credit

card agreements narrowly and against the creditor, see Citi

‐

bank (S.D.), N.A. v. Hauff

, 668 N.W.2d 528, 532 (S.D. 2003),

standard contract interpretation principles still apply to

credit card agreements. Id. at 532–33.

Plaintiffs argue that the provision in the Guest Card

agreement that permitted Target to “limit or cancel” their

accounts prevented Target from “upgrading” their accounts

to a Visa, which added features, as opposed to merely “lim

‐ it[ing]” them. But this argument ignores another provision

in the contract, which permits Target to “change this

Agreement and apply those changes to the existing balance.”

Plaintiffs argue that if this latter language permits Target toNo. 13

‐ 2706 17

expand features on the account, then the “limit or cancel”

provision would have no effect, and that this construction

should therefore be avoided. However, it is not clear why

that would be the case; a more natural reading is that the

provision makes clear Target’s ability to cancel the account.

The ability to “change the Agreement” might otherwise be

read only to include changes that continue the account on

different terms, and not the ability to cancel the account for

any reason. Target may have just been making plain its abil

‐ ity to close the account entirely.

In the alternative, plaintiffs argue that Target’s right to

make changes to “ this Agreement and apply those changes

to the existing balance” means that Target could make any

changes it chose to the Guest Card agreement, but that Tar

‐

get was not free to substitute the entirely new Visa agree

‐

ment in its stead. But there was nothing in the agreement

that limited the scope of changes that Target was free to

make. And anytime Target made changes to a credit agree

‐

ment, it had to send out the revisions to customers; when

revisions were substantial, it often made sense to send an

entirely new document (as opposed to just the revised por

‐

tions). The Visa agreement made substantial changes to the

existing contract, so Target sent out an entirely new docu

‐

ment. Plaintiffs’ position is without support, save general

pronouncements about construing credit agreements nar

‐ rowly. We find that Target did not breach the Guest Card

agreements.

E. Tortious interference and other claims

Plaintiffs also allege tortious interference with a business

relationship against Target Corporation. We use the corpora

‐

tion label specifically here, because the Guest Cards and Vi

‐18 No. 13

‐ 2706

sas were actually issued by Target’s wholly owned subsidi

‐

ary, Target National Bank. Plaintiffs allege that Target Cor

‐ poration directed Target National Bank to convert the Guest

Cards into Visas. They claim that by doing so, Target caused

Plaintiffs and others to lose their Guest Cards unjustifiably,

thus interfering with their relationship with Target National

Bank.

Plaintiffs cannot make out this claim under South Dakota

law. Tortious interference in South Dakota requires, among

other things, an intentional and unjustified act of interfer

‐

ence by the tortfeasor. See St. Onge Livestock Co., Ltd. v. Cur

‐

tis

, 650 N.W.2d 537, 541 (S.D. 2002). Target acted in accord

‐

ance with its contracts and with applicable laws, which

makes liability for tortious interference impossible here.

Dykstra v. Page Holding Co.

, 766 N.W.2d 491, 500 (S.D. 2009).

Plaintiffs’ claims for an implied trust, declaratory relief,

and class certification were derivative of their other claims.

Because their other claims fail, these do as well.

III. Conclusion

Target’s Autosub program did not violate the Truth in

Lending Act or state law. The district court’s decision is

A FFIRMED

.