Banking and Finance Law Daily Wrap Up, ENFORCEMENT ACTIONS—11th Cir.: Eleventh Circuit backs FTC’s fee-disclosure injunction against Corpay, (Jan 7, 2026)

By Martin A. Steinberg, J.D.

Burying material fee limitations or conditions in fine print or behind hyperlinks does not cure otherwise misleading advertising, and the FTC may obtain injunctive relief requiring affirmative, fee-by-fee Express Informed Consent.

The Eleventh Circuit largely affirmed summary judgment in favor of the FTC against Corpay, Inc. (formerly FleetCor), concluding that the company engaged in years-long deceptive fuel-card marketing and unfair fee practices in violation of Section 5 of the FTC Act. The court held that Corpay falsely advertised per-gallon fuel savings, “fuel-only” purchase restrictions, and the absence of transaction fees, while concealing material limitations and charges through fine print or failing to disclose them at all. The court further found that Corpay imposed unauthorized add-on and late fees without obtaining the customer's express, informed consent. The panel also upheld a sweeping permanent injunction requiring clear and unavoidable disclosures and separate affirmative assent for each fee charged, rejecting Corpay’s argument that the relief exceeded the district court’s equitable authority. While the court affirmed liability on all five counts against Corpay and on four counts against CEO Ronald Clarke, it vacated summary judgment as to Clarke on one deceptive-advertising count for lack of evidence that he had the requisite knowledge and remanded that claim for further proceedings (FTC v. Corpay, Inc., No. 23-12539 (11th Cir. Jan. 6, 2026)).

Factual background. Corpay is a publicly traded fuel-card company headquartered in Atlanta, led by CEO Ronald Clarke, that offers limited-use credit cards for business fuel purchases. Although Corpay serves some large national enterprises, most of its customers are small and medium-sized businesses with few cards, low credit limits, and limited ability to review complex terms and conditions, Corpay acknowledged internally. The FTC’s claims centered on three product categories: Fuelman Network cards, Mastercard-branded fuel cards, and co-branded cards tied to major fuel brands.

In 2019, the FTC alleged five violations of Section 5 of the FTC Act: three counts of deceptive advertising involving per-gallon fuel savings, “fuel-only” purchase controls, and “no transaction fees,” and two counts challenging unfair fee practices and deceptive billing tied to undisclosed add-on and late fees.

Count I challenged Corpay’s prominent advertising of fixed per-gallon fuel savings. Although some ads included fine-print disclaimers, those disclosures imposed caps, exclusions, forfeiture conditions, network limitations, or time restrictions that substantially reduced or eliminated the advertised savings. Data showed customers received only a fraction of promised discounts, and internal communications acknowledged that small-business rebates had largely ceased years earlier.

Count II addressed claims that Corpay’s Mastercard products could be restricted to “fuel-only” purchases. Internal documents described the term as a “misnomer,” acknowledging that Corpay could restrict merchant locations but not product categories, permitting non-fuel purchases. Transaction data confirmed significant non-fuel spending on purported “fuel-only” cards.

Count III concerned representations that Corpay cards carried “no transaction fees,” despite evidence of multiple per-transaction or per-gallon charges, including convenience surcharges, minimum program fees, and “high-risk” pricing.

Counts IV and V focused on Corpay’s automatic enrollment of customers in add-on programs and late-fee practices without clear advance disclosure or express consent. Corpay’s billing practices obscured fees, internal records showed widespread confusion and erroneous late fees, and the record reflected CEO Clarke’s authority and sustained awareness of the challenged conduct.

Procedural history. The FTC filed suit in December 2019, alleging five violations of Section 5 of the FTC Act and seeking injunctive and equitable monetary relief. While the action was pending, the Supreme Court’s decision in AMG Capital Management, LLC v. FTC, 593 U.S. 67 (2021), eliminated the FTC’s ability to obtain monetary relief under Section 13(b), and the district court accordingly limited the case to injunctive remedies. On cross-motions for summary judgment, the district court entered judgment for the FTC on all five counts against Corpay and its CEO, Ronald Clarke, finding no genuine disputes of material fact and concluding that Corpay engaged in deceptive advertising and unfair and misleading fee and billing practices. The court further held Clarke personally liable based on his authority to control company practices and his knowledge of the challenged conduct.

The district court also determined that permanent injunctive relief was warranted in light of the scope, duration, and intentional nature of Corpay’s misconduct, the likelihood of recurrence, and evidence that certain unlawful practices persisted despite partial reforms. Following an evidentiary hearing on remedy, the court entered a detailed permanent injunction requiring clear and unavoidable disclosures and “Express Informed Consent” for each fee charged, prohibiting reliance on hyperlinks or bundled assent, and mandating affirmative, fee-by-fee customer agreement. Corpay appealed, challenging the liability rulings, Clarke’s personal liability, and the scope of the injunction, particularly the Express Informed Consent requirements.

Deceptive advertising claims (Counts I – III). The appellate court held that the FTC established deception on all three advertising counts as a matter of law and that Corpay failed to raise any genuine dispute of material fact precluding summary judgment. Applying de novo review, the court reiterated that a Section 5 deception claim requires proof of a representation that is likely to mislead reasonable consumers and is material, and that intent to deceive is not required. Although consumer deception is ordinarily a question of fact, summary judgment is appropriate where the evidence is so one-sided that no reasonable jury could find otherwise.

As to Count I, the court affirmed summary judgment on Corpay’s “per-gallon savings” advertising, concluding that the ads’ prominent promises of specific fuel discounts were undermined by fine-print disclaimers imposing caps, exclusions, forfeiture conditions, network limitations, or undefined terms that substantially reduced or eliminated the advertised savings. The court rejected Corpay’s reliance on “up to” language, industry norms, customer sophistication, and disclaimer text, holding that small, confusing, or contradictory disclosures cannot cure a misleading net impression.

Turning to Count II, the court held that Corpay’s “fuel-only” advertising for Mastercard products was materially misleading, where undisputed evidence showed Corpay could restrict merchant locations but not product categories, allowing non-fuel purchases at fuel sites. Internal documents describing “fuel-only” as a “misnomer,” together with transaction data reflecting non-fuel purchases, confirmed the falsity of the representation.

Finally, the court affirmed liability on Count III, holding that Corpay’s “no transaction fees” claims were deceptive in light of evidence that Corpay imposed multiple per-transaction or per-gallon charges. The court rejected Corpay’s attempt to recharacterize those charges, emphasizing that internal documents and testimony repeatedly identified them as transaction fees and that reasonable consumers would understand them as such.

Unfair and deceptive fee and billing practices claims (Counts IV and V). The appellate court affirmed the district court’s grant of summary judgment to the FTC on both the unfairness and deceptive-billing claims, concluding that the two counts “rise and fall together” because they challenge the same conduct: Corpay’s assessment of fees without express, informed consent and its billing practices that obscured those charges.

Applying the unfairness standard, the court held that Corpay’s practices caused substantial consumer injury through widespread, unauthorized add-on and late fees. The injury was not reasonably avoidable, given Corpay’s failure to clearly disclose fees in advance, the inaccessibility and unreadability of its Terms and Conditions, and billing practices that frequently failed to itemize fees or disclosed them only in separate reports. Corpay also failed to identify any countervailing benefits to consumers or competition sufficient to outweigh the harm.

The court separately affirmed liability under the deception standard, finding that Corpay’s billing statements and related practices misleadingly conveyed that the challenged fees were authorized and owed. By omitting clear, itemized disclosures and presenting fees only after they were imposed, Corpay created a false net impression of customer consent. The court rejected Corpay’s reliance on disclosures buried in its Terms and Conditions or on customers’ continued card use, explaining that passive use, concealed terms, or after-the-fact notice cannot establish express, informed consent.

Finally, the court rejected Corpay’s argument that subsequent remedial measures or partial reforms defeated liability, emphasizing that Section 5 liability turns on the challenged conduct during the relevant period and that the record showed fee-related confusion and consumer injury persisted.

Personal liability of the CEO. The court held that CEO Ronald Clarke indisputably had authority to control Corpay’s conduct and that the FTC established the requisite knowledge regarding four of the five challenged practices. The record showed Clarke’s awareness through internal emails, customer complaints, internal studies, media reports, and his direct involvement in decisions concerning fees, discounts, and late-fee practices. However, the court vacated summary judgment as to Clarke on Count II, which concerned “fuel-only” advertising, concluding that the FTC failed to eliminate a genuine dispute as to whether Clarke knew those representations were misleading. The court therefore affirmed Clarke’s personal liability on four counts, vacated liability on Count II, and remanded that claim for further proceedings.

Scope of the permanent injunction. The court also affirmed the district court’s permanent injunction against Corpay, including provisions requiring “Express Informed Consent” and prohibiting the concealment of material fee disclosures behind hyperlinks. Applying abuse-of-discretion review, the court held that Corpay’s history of pervasive, long-running, and intentional deceptive and unfair practices supported a reasonable likelihood of future violations, notwithstanding partial remedial measures.

The court further concluded that the injunction’s consent and disclosure requirements were appropriately tailored to address Corpay’s reliance on fine print, passive assent, and post hoc billing disclosures. Rejecting Corpay’s argument that the relief exceeded the court’s equitable authority, the court emphasized that Section 5 permits forward-looking, prophylactic remedies necessary to prevent recurrence and protect the public interest. Accordingly, the injunction was affirmed as to Corpay, but vacated as to Clarke pending resolution of Count II on remand.

The Case is No. 23-12539.

Judge: Rosenbaum, R.

Attorneys: Bradley Grossman for the FTC. Ginger D. Anders (Munger Tolles & Olson, LLP) for Corpay, Inc.

Companies: Corpay, Inc.

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