FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

PAUL D.S. EDWARDS, 

No. 06-16892 Plaintiff-Appellant,

D.C. No.

v.  CV-05-01253-ECR

WELLS FARGO AND COMPANY,

OPINION Defendant-Appellee. 

Appeal from the United States District Court

for the District of Nevada

Edward C. Reed, District Judge, Presiding

Argued and Submitted

May 15, 2008—San Francisco, California

Filed May 19, 2010

Before: Andrew J. Kleinfeld and N. Randy Smith,

Circuit Judges, and Richard Mills,* District Judge.

Opinion by Judge Kleinfeld

*The Honorable Richard Mills, United States District Judge for the

Central District of Illinois, sitting by designation. 

7157
COUNSEL

Paul D.S. Edwards, pro se, Las Vegas, Nevada.

Jay Earl Smith, Smith Larsen & Wixom, Las Vegas, Nevada,

for defendant-appellee Wells Fargo Bank.

OPINION

KLEINFELD, Circuit Judge:

We address what seems like a simple question, but because

of the language of the applicable regulatory framework, it

turns out not to be simple: does a credit card issuer have to

resolve disputes about purchases with the consumer who used

the card to buy the goods, or just with the person who

obtained the card and authorized issuance of another card to

the consumer? The answer is, the latter.

EDWARDS v. WELLS FARGO 7159
FACTS

The district court decided this case on a motion to dismiss

for failure to state a claim, pursuant to Federal Rule of Civil

Procedure 12(b)(6). Both parties presented affidavits and

other material outside of the pleadings, in support of and in

opposition to, the motion. The district court did not exclude

any of these materials, and took them into account in his decision, so “the motion must be treated as one for summary judgment under Rule 56.”

1

 Accordingly, we take the facts as

established by the evidence to the extent that they are undisputed, and in favor of the respondent, Edwards, to the extent

material facts are genuinely in dispute,2 and treat this as an

appeal from summary judgment. 

Wells Fargo Bank issued a Visa credit card to Hamid

Maghamfar. Saeid Maghamfar was added to the account

about five years later. Both Maghamfar brothers signed a

form by which they agreed to be “equally responsible for the

repayment of current and future charges on the account and

will have equal access to all account services and features.”

For reasons not disclosed in the record, Hamid Maghamfar

subsequently arranged with Wells Fargo and Paul Edwards to

have an additional credit card issued on the Maghamfar

account to Edwards, the plaintiff and appellant. They made

the arrangement on the phone, with Maghamfar and Edwards

making the call together and talking to some unknown Wells

Fargo Visa representative. Their arranging for someone other

than the person paying the bills to the bank to get a credit card

is like the common scenario where parents get a credit card

for a child in college.

1Fed. R. Civ. P. 12(d); see also Fed. R. Civ. P. 56; Swedberg v.

Marotzke, 339 F.3d 1139, 1143-44 (9th Cir. 2003). 

2Hauk v. JP Morgan Chase Bank USA, 552 F.3d 1114, 1117-18 (9th

Cir. 2008); Lombardo v. Warner, 353 F.3d 774, 776 (9th Cir. 2003). 

7160 EDWARDS v. WELLS FARGO
Edwards submitted a sworn affidavit saying that the Wells

Fargo representative required him to provide identifying

information including his social security number, and told

him on the phone that he would be personally liable, as well

as the Maghamfars, for any purchases he made on the card.

Wells Fargo, however, submitted an affidavit swearing that

they would not hold Edwards personally responsible. There is

no form in the record signed by Edwards like the one that the

Maghamfars signed promising the bank to be responsible for

charges. 

Edwards had numerous disputes with merchants with

whom he used the Visa card. They range from a $36.28

charge at Kinko’s that Edwards claims he never incurred, to

$794.95 for a grey suit that Edwards says was defective and

not properly altered. Edwards wrote to Wells Fargo, and for

a while, thinking that he was a lawyer representing the

Maghamfars, Wells Fargo resolved the disputes with him.

(Edwards never claimed to be the Maghamfars’ lawyer, but

cited and quoted the Fair Credit Billing Act and Regulation Z

in detail, so Wells Fargo assumed he was.) Eventually Wells

Fargo realized that Edwards was writing on his own behalf,

not on behalf of the Maghamfars, and quit responding to him

about his billing disputes. The bank wrote to the Maghamfars

instead, and charged their account when they did not respond.

Edwards sued Wells Fargo for actual, statutory, and punitive damages under the Fair Credit Billing Act, a subpart of

the Truth in Lending Act,3 and under the Nevada Unfair Consumer Practices Act.4

 The basis for these claims are the seven

billing disputes, all well under $1,000, that Wells Fargo did

not resolve with Edwards and with respect to which Wells

Fargo did not respond to Edwards’ correspondence. On

3

15 U.S.C. § 1640; see also Fair Credit Billing Act, Pub. L. No. 93-495,

tit. III, § 301, 88 Stat. 1500, 1510-11 (1974). 

4Nev. Rev. Stat. §§ 598.0915, .0923, .0973, .0977. 

EDWARDS v. WELLS FARGO 7161
appeal, Edwards makes no argument regarding his Nevada

state law claims, so we do not address those claims.

ANALYSIS

Summary judgment is proper if the pleadings and other evidence before the court “show that there is no genuine issue as

to any material fact and that the movant is entitled to judgment as a matter of law.”

5

 We review the grant of summary

judgment de novo, viewing the evidence and drawing all reasonable inferences in the light most favorable to the nonmoving party.6

Edwards argues that as a consumer, cardholder, and user of

a credit card issued on the Maghamfar account, he was entitled to the dispute resolution procedures that federal law

requires a credit card issuer to follow.7 He correctly points out

that under the Truth in Lending Act8 and regulations implementing it,9

 a credit card issuer owes an obligation to respond

to, investigate and resolve disputes regarding purchases. The

question in this case is to whom that obligation is owed.

[1] The statute says that the creditors’ billing dispute duties

run to the “obligor” on the account.10 Neither the statute nor

the regulations define “obligor,” so we use the ordinary legal

5Fed. R. Civ. P. 56(c). 

6Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250-52 (1986). 

7The federal statutes are like Russian matryoshka dolls, stacked one

within another, so we refer to the United States Code sections for

improved clarity. The popular names for legislation that enacted the provisions at issue are the Fair Credit Billing Act, the Consumer Credit Protection Act, and the Truth in Lending Act. 

8

15 U.S.C. § 1666. 

9Regulation Z, 12 C.F.R. §§ 226.1-226.34. 

1015 U.S.C. § 1666(a) (“If a creditor, within sixty days . . . receives . . .

written notice from an obligor . . . the creditor shall . . . send a written

acknowledgment [of the claimed billing error] to the obligor.”). 

7162 EDWARDS v. WELLS FARGO
understanding in this context, one who is obligated to pay a

debt.11 And here we run into the first potential difficulty, that

Wells Fargo told Edwards on the telephone that he was an

obligor, but told the district court in a sworn affidavit that he

was not. After this dispute had crystallized and before

Edwards filed suit, Wells Fargo put in writing its current position that Edwards is not obligated to pay Wells Fargo for

charges on the credit card. 

In spite of stating that the Wells Fargo representative told

him he would be personally liable on the card, Edwards does

not claim to be an obligor on the account. Instead, he argues

that because he was the “cardholder” and “consumer,” Wells

Fargo owed him the obligation regardless of whether he was

the obligor. Wells Fargo argues that although Edwards was an

“authorized user” he was not the “account holder” or “obligor,” so he lacked “standing” to pursue the claim. The bank

uses the word “standing” to mean, not its usual Article III

meaning, but merely that the statute and regulations establish

no duty running to him. Because Edwards argues that he is

entitled to the billing dispute procedures because he is a

“cardholder,” “consumer” and “user” of the card, and not

because he is also an “obligor” under the statute, we assume

for purposes of decision that Wells Fargo does not owe any

duty to Edwards as an “obligor” under the statute. 

We need to detour into vocabulary to make the arguments

comprehensible. A “cardholder” under the statute means a

“person to whom a credit card is issued or a person who has

agreed with the card issuer to pay obligations arising from the

issuance of a credit card to another person.”

12 Edwards is a

“cardholder” under the first of these alternative definitions

regardless of whether the telephone call in which he was told

11Black’s Law Dictionary (7th ed. 1999) (defining “obligor” as “[o]ne

who has undertaken an obligation; a promisor or debtor). 

1215 U.S.C. § 1602(m). See also 15 U.S.C. § 1602(d) (defining “person”

as a “natural person or organization”). 

EDWARDS v. WELLS FARGO 7163
he would have to pay would also make him a “cardholder”

under the second. Wells Fargo issued a Visa credit card to

him in his name to be used for consumer credit purposes.

Whatever duty Wells Fargo owed to a cardholder, it owed to

Edwards.

[2] The statutory language discussing the credit card issuers’ duties means that the duties were not owed to Edwards,

just to the Maghamfars because they, and not he, were the

obligors. The statute says that if the creditor receives timely

written notice from “the obligor” of a claimed billing error,

the creditor must send timely written acknowledgment to the

“obligor” within strict time limits.13 If we could stop there,

this would be an easy case. Edwards does not argue that he

is an “obligor” and is entitled to the procedures owed to obligors. We cannot stop there, though, because the implementing

regulations create a dense fog around the straightforward statutory language.

[3] The statute expressly delegates authority to the Federal

Reserve Board to issue implementing regulations.14 The Federal Reserve Board has done so in a lengthy document called

“Regulation Z,” accompanied by extensive official, published

staff interpretation. The matter is so complexified by regulation Z that it took a Supreme Court opinion just to say (in the

context of company credit cards issued to individual employees) what a consumer is15 even though the word consumer is

defined by the regulation,16 or perhaps because the word is

defined by the regulation.

1315 U.S.C. § 1666. 

1415 U.S.C. § 1604 (“The Board shall prescribe regulation to carry out

the purposes of this subchapter.”). 

15See Am. Express Co. v. Koerner, 452 U.S. 233, 241-45 (1981). 

1612 C.F.R. § 226.2(a)(11) (defining “consumer” as a “cardholder or

natural person to whom consumer credit is offered or extended”); see also

12 C.F.R. § 226.2(a)(12) (defining “consumer credit” as “credit offered or

extended to a consumer primarily for personal, family, or household purposes”). 

7164 EDWARDS v. WELLS FARGO
Edwards argues that regardless of whether he is an obligor,

the statute requires the bank to deal with him on his billing

disputes because it has a duty to deal with “consumers.” The

policy of the Act, he correctly argues, as declared in the statute, is to protect “consumers” regarding extension of credit.17

The bank argues that there was no extension of credit, but that

is incorrect, since Edwards got the disputed suit and the other

goods giving rise to billing errors before they were paid for.

What matters for our purposes is that, assuming that Edwards

is not an obligor on the card because he does not claim to be

one, the extension of credit was to the Maghamfars, not

Edwards. Wells Fargo never “offered” or “extended” credit to

Edwards personally. Rather, the Maghamfars let Edwards

incur debts on their behalf. In “adding” Edwards, Wells Fargo

simply made it possible for him to use credit it extended to the

Maghamfars.

Edwards claims to be a “cardholder” to whom an obligation

is owed, and the Bank claims that he is not. Plainly, he physically held a card, but that is not the end of the issue. Regulation Z defines “cardholder,” so the definition controls. There

are two definitions of “cardholder” in the regulations. One

definition fits Edwards, “a natural person to whom a credit

card is issued for consumer credit purposes[.]”

18 The second

definition applies to the Maghamfars, not Edwards. The second definition says that a “cardholder” includes “a natural

person who has agreed with the card issuer to pay consumer

credit obligations arising from the issuance of a credit card to

another natural person.”

19 Wells Fargo’s argument that

Edwards is not a “cardholder” because he does not fit one of

1715 U.S.C. § 1601(a) (“It is the purpose of this subchapter to assure a

meaningful disclosure of credit terms so that the consumer will be able to

compare more readily the various credit terms available to him and avoid

the uninformed use of credit, and to protect the consumer against inaccurate and unfair credit billing and credit card practices.”) 

1812 C.F.R. § 226.2(a)(8). 

1912 C.F.R. § 226.2(a)(8). 

EDWARDS v. WELLS FARGO 7165
the two definitions is mistaken, since Edwards fits squarely

into the first, and the definitions are stated in the alternative,

separated by “or,” not “and.” Wells Fargo says that the Official Staff Interpretation of that regulation “clears this up” and

shows decisively that Edwards is not a “cardholder” because

it excludes one who “is merely the authorized user of a card

issued to another.”

20 That phrase does indeed exclude

Edwards, but it only applies to the second alternative, not the

first. Thus Wells Fargo’s argument that Edwards is not a

“cardholder” is simply incorrect. But it is also beside the

point. 

[4] Regulation Z makes the target credit card issuer’s duty

to resolve billing disputes less rather than more clear. Rather

than describing the issuer’s duties to the “obligor,” as the statute does, it describes them as to the “consumer.”

21 The billing

dispute resolution process is triggered, under Regulation Z, by

written notice from “a consumer,”

22 not the “obligor.” The

creditor has to send to the “consumer” written acknowledgment of receiving that notice.23 Edwards argues that he is the

consumer, so Wells Fargo should have resolved the disputes

with him. This argument is plausible, because in ordinary

speech the “consumer” would be the person who bought

things, and Edwards would know first hand about the issues

regarding his grey suit or his visit to Kinko’s, and the obli2012 C.F.R. § 226 Supp. I at 371 (Official Staff Interpretations) (“A

cardholder is a natural person at whose request a card is issued for consumer credit purposes or who is a co-obligor or guarantor for such a card

issued to another. The second category does not include an employee who

is a co-obligor or guarantor on a card issued to the employer for business

purposes, nor does it include a person who is merely the authorized user

of a card issued to another.”). 

2112 C.F.R. pt. 226, supp I. § 226.13(1), et seq. 

2212 C.F.R. § 226.13(b) (“A billing error notice is a written notice from

a consumer . . . .”). 

2312 C.F.R. § 226.13(c)(1) (“The creditor shall mail or deliver written

acknowledgment to the consumer within 30 days of receiving a billing

error notice . . . .”). 

7166 EDWARDS v. WELLS FARGO
gors, the Maghamfars, would not. Neither Regulation Z nor

the Official Staff Interpretation offer any explanation of why

they departed from the statutory term, “obligor,” and “substituted the term “consumer” to delineate the billing dispute resolution obligation.

[5] It is hard to say whether Edwards is a “consumer” as

defined by the regulation, “a cardholder or natural person to

whom consumer credit is offered or extended.”

24 He is a natural person and a cardholder, but since he is not the obligor on

the credit card, it is hard to say whether he is the person “to

whom consumer credit is offered or extended.” The statute

defines “credit” as “the right . . . to defer payment of debt or

to incur debt and defer its payment.”

25 The Maghamfars are

the obligors with the right to defer payment of debt, but

Edwards is the person with the credit card, it is Edwards who

appears to be the person who can incur debt, as he did when

he bought the grey suit. And Edwards had the right to defer

payment to the merchant until Wells Fargo sent the merchant

payment, but the Maghamfars and not Edwards had the right

to defer payment to Wells Fargo. 

Whether Regulation Z and the Official Staff Commentary

impose on Wells Fargo a duty to communicate with the consumer, or even if Edwards is the consumer for this purpose,

is not ascertainable with certainty. Neither provision says in

so many words with whom the credit card issuer is supposed

to resolve billing disputes. The Official Staff Interpretation

says that “[d]isclosures may be made to either obligor on a

joint account” and are “not satisfied by giving disclosure only

2412 C.F.R. § 226.2(a)(11); see also 15 U.S.C. § 1602(h) (“The adjective ‘consumer’, used with reference to a credit transaction, characterizes

the transaction as one in which the party to whom credit is offered or

extended is a natural person, and the money property, or services which

are the subject of the transaction are primarily for personal, family, or

household purposes.”). 

2515 U.S.C. § 1602(e). 

EDWARDS v. WELLS FARGO 7167
to a surety or guarantor for a principal obligor or to an authorized user[,]” but “[i]n rescindable transactions . . . separate

disclosures must be given to each consumer who has the right

to rescind under § 226.15.”

26 The section referred to,

§ 226.15, relates to mortgages and deeds of trust on principal

dwellings,27 not purchases of goods where the consumer has

a right to return them to the store, so the regulation combined

with the staff interpretation means that the issuer cannot satisfy its disclosure responsibility by disclosing to the authorized user, and must disclose to an obligor. But that is not the

same thing as saying that the issuer need not disclose to the

authorized user as well.

[6] Without much confidence, we conclude that even

though Edwards is a “consumer” in the ordinary sense of the

word, and even though it would make sense for Wells Fargo

to discuss his grey suit problems with him and no practical

sense to discuss it with the Maghamfars who did not buy the

suit and would not likely know much about it, he is not a

“consumer” in the bizarre usage of Regulation Z. He obtained

credit from the merchant who sold him the grey suit, perhaps,

but it seems more straightforward to treat the Maghamfars,

who owe the money, as obtaining credit from Wells Fargo.

Regulation Z says, in the course of setting out the credit card

issuer’s duties to the “consumer,” that the “consumer” may

withhold disputed amounts on the credit card and prohibits

collection efforts against the “consumer.”

28 Assuming that

Edwards is not an obligor on the card, there could not be any

question of his withholding payment, nor could there be any

collection efforts against him, so the Regulation Z procedures

would make no sense if he were the “consumer” Regulation

Z is talking about. Also, the Regulation Z version of the credit

card issuer’s duties to the “consumer” expressly addresses

“billing error resolution” and defines “billing error” as an

2612 C.F.R. pt. 226, supp. I § 226.6 at 391. 

2712 C.F.R. § 226.15. 

2812 C.F.R. § 226.13(d). 

7168 EDWARDS v. WELLS FARGO
error of various kinds on the “periodic statement” and failure

to mail the “periodic statement” to the “consumer’s last

known address.”

29 Periodic statements are sent to the obligor

on the credit card, not additional cardholders who are not

obligors. Additional cardholders who are not obligors do not

have any duty to the issuer to pay the bill. These references

therefore make no sense if by “consumer” Regulation Z

means consumer in the ordinary sense of the word.

[7] Finally, it would be quite a big step if the Federal

Reserve Board converted a statutory obligation owed only to

an “obligor” under the statutory language30 into one owed to

every college student using a credit card issued to a parent,

when the child had a dispute with a pizza parlor. It might

make some sense, since the college student and not the parent

would know the details of the pizza transaction, or it might

not because resolving disputes would require more time and

personnel, but Congress did not say that the billing error resolution duty runs to all authorized cardholders. It designated

only obligors. The parents, not the bank, have the burden of

discussing the pizza parlor dispute with their child. Although

we remain mystified about why Regulation Z does not use the

same word as the statute, “obligor,” and why it uses “consumer” to mean something that excludes many consumers who

would know about the disputed transactions when the obligors

do not, that is what it does.

AFFIRMED.

2912 C.F.R. § 226.13(a) (defining “billing error” as in error reflected on

the “periodic statement” or the “creditor’s failure to mail or deliver a periodic statement to the consumer’s last known address”). 

3015 U.S.C. § 1666(a). 

EDWARDS v. WELLS FARGO 7169