Coors Brewing Company v. Jacobs Engineering Group Inc. et al
ORDER Dismissing Count One and Count Four of First Amended Complaint re #143 and Jacobs defendants' #141 motion under Fed.R.Civ.P. 12(c) [Doc. 141] is moot, by Judge Richard P. Matsch on 12/12/2011.(rpmcd)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Senior District Judge Richard P. Matsch
Civil Action No. 08-cv-00985-RPM
(Consolidated w/Civil Action No. 09-cv-00271-RPM)
COORS BREWING COMPANY and
BRIGGS OF BURTON, PLC,
JACOBS ENGINEERING GROUP INC.,
JACOBS INDUSTRIAL SERVICES, INC., a/k/a
JACOBS CONSTRUCTION SERVICES, INC., and
JACOBS CONSTRUCTION, INC.,
JACOBS ENGINEERING GROUP INC. and
JACOBS CONSTRUCTION SERVICES, INC.,
BRIGGS OF BURTON, PLC,
ORDER DISMISSING COUNT ONE AND COUNT FOUR OF FIRST AMENDED
In its First Amended Complaint, filed March 18, 2011, Coors Brewing Company
(Coors) claimed that Jacobs Construction Services, Inc., (JCS) breached its obligations
under a Design Build Contract for the construction of a brewery in Virginia (Count Two)
and that Jacobs Engineering Group, Inc. (JEG) breached an Alliance Agreement to
provide engineering services related to that project. (Count Five). In addition, Coors
claimed negligence (professional malpractice) against JCS (Count One) and JEG
The defendants moved to dismiss these negligence counts asserting that they
are precluded by the economic loss rules of Virginia, applicable to the Design Build
Contract, and Colorado, applicable to the Alliance Agreement.
These negligence claims have been asserted by Coors because there are
limitations on liability provisions in both contracts. At oral argument on these motions,
defendants’ counsel made it clear that the scope and effect of those provisions are not
issues that can be addressed at this stage of the litigation. What is to be decided is
whether Coors can assert liability for conduct that is different from that which has been
alleged as breaches of contract. Coors contends that there are differences in the law of
Colorado and Virginia, noting for example, that there are statutory duties of engineers in
construction projects in Virginia. The differences cited do not affect the principle that
when parties with equivalent bargaining power freely negotiate a fully integrated
contract defining their duties and responsibilities to each other, the law will not impose
Accordingly, Counts One and Four of the First Amended Complaint fail to state
The defendants also seek dismissal of Count Three, an alternative claim for
unjust enrichment against both of them. That is an equitable claim which depends on
the inadequacy of a legal remedy and the defendants argue that the express contracts
preclude that claim. While the question is not yet presented, it is not clear that a
limitation of liability in a contract broadly construed to defeat a claim for legal damages
for a breach of contract may not support a claim that the contract provision unjustly
denies damages for money paid in consequence of breaches of contract based on the
doctrine of unjust enrichment.
In answering the remaining claims of the First Amended Complaint it is not
expected that the Jacobs defendants will admit or deny all of the exhibits attached to it.
Upon the foregoing, it is
ORDERED that the claims for relief designated as Counts One and Four of the
First Amended Complaint are dismissed under Fed.R.Civ.P. 12(b)(6). It is
FURTHER ORDERED that the Jacobs defendants’ motion under Fed.R.Civ.P.
12(c) [Doc. 141] is moot.
DATED: December 12th, 2011
BY THE COURT:
s/Richard P. Matsch
Richard P. Matsch, Senior District Judge
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