Wilcox v. Career Step et al
Filing
246
MEMORANDUM DECISION and Order- granting 176 Motion for Summary Judgment. Signed by Judge Clark Waddoups on 3/6/13. (jmr)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
AIMEE L. WILCOX, individually,
Plaintiff,
v.
CAREER STEP, LLC, a Utah limited liability
company, et al.,
Defendants.
MEMORANDUM DECISION AND
ORDER GRANTING INDIVIDUAL
CAREER STEP DEFENDANTS’
MOTION FOR SUMMARY JUDGMENT
Case No. 2:08-cv-0998
Judge Clark Waddoups
Defendants Andrea Anaya, Eugene Anaya, Christopher Dunn, Celeste Royal, and Marvin
Loflin (the “Career Step Defendants”) filed their Motion for Summary Judgment on September
14, 2012 [Dkt. No. 176], and the court heard oral argument on February 5, 2013. In considering
the Career Step Defendants’ motion, the court incorporates its discussion, including its review
and application of the legal standard for summary judgment, from its concurrently issued
Memorandum Decision and Order Granting in Part and Denying in Part Defendant Career Step’s
Motion for Partial Summary Judgment (the “Order”). [Dkt. No. 245.] With reference to the facts
as discussed in the Order, the court finds that Plaintiff failed to proffer sufficient evidence to
create a genuine dispute of material fact as to whether Career Step Defendants engaged in
conduct that would render them individually liable for Plaintiff’s remaining claims for copyright
infringement, breach of contract, fraudulent inducement, intentional interference with
prospective economic relations, abuse of personal identity, and accounting. And, as Defendants
argue, “the operative complaint includes no allegation of alter ego liability and no allegations
that any of the Career Step Defendants acted outside of the course and scope of their
employment with Career Step.” (Defs.’ Mem. Supp. Mot. Summ. J., 1 [Dkt. No. 177].) Absent
any supporting evidence, the claim fails.
As a preliminary matter, the statute of limitations has run on any potential fraudulent
inducement claim that Plaintiff could bring under the alleged facts, though the court has also
found an absence of a genuine dispute of material fact that Defendant Career Step, and by
extension, the Career Step Defendants, did not fraudulently induce Plaintiff to sign the
Development Agreement (the “Agreement”). The Agreement is therefore enforceable. As a
result, Career Step jointly owns the copyright at issue as provided in the Agreement. (See
Agreement at § 7 [Dkt. No. 175-1].) Plaintiff’s Opposition depends on the absence of Career
Step’s joint-ownership interest in the copyright. (See Pl.’s Opp. Mot. Summ. J., 2-5 [Dkt. No.
234].) But because Career Step jointly owns the copyright under the Agreement, Plaintiff’s claim
for copyright infringement against the Career Step Defendants also fails as a matter of law.
Plaintiff cannot (and does not) dispute the fact that none of the Career Step Defendants
are a party to the Agreement. The Verified Complaint does not bring alter ego claims or other
allegations that would permit the court to hold individual Career Step Defendants personally
liable for issues arising from the relationship between Plaintiff and Career Step. And Plaintiff
cites no law requiring the court to find the Career Step Defendants individually liable for breach
of contract; rather, Plaintiff constructs a narrative of Career Step’s alleged breach of an oral
agreement that Plaintiff claims pre-existed the Agreement. (Id. at 5-9.) This narrative ignores the
integration clause of the Agreement (see Agreement at § 17 [Dkt. No. 175-1]) which, pursuant to
the parol evidence rule, precludes reference to any previously existing oral or written agreements
for the purpose of contradicting or aiding in the interpretation of any provision of the executed
Agreement. Tangren Family Trust v. Tangren, 182 P.3d 326, 330-31 (Utah 2008); see also
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Daines v. Vincent, 190 P.3d 1269, 1279 (Utah 2008). Finally, under the same analysis of the
facts discussed in the Order relating to the statute of limitations for the fraudulent inducement
claim, the court finds that the four year statute of limitations governing breach of contract claims
would apply to bar Plaintiff’s claim that the Career Step Defendants breached the allegedly preexisting oral agreement. Utah Code Ann. § 78B-2-307. As with the statute of limitations for
fraudulent inducement, the court finds no genuine dispute of material fact as to Plaintiff’s
knowledge, or her ability to know through the exercise of reasonable diligence, of the facts
supporting her claim for breach of the oral agreement (which in any event was not specifically
pled) at the time of signing the Agreement on July 23, 2003. The statute of limitations for breach
of the oral agreement therefore began running on July 23, 2003, and Plaintiff’s claim for breach
of the oral agreement became time barred on July 24, 2007.
The court also refers to and incorporates its analysis of Plaintiff’s intentional interference
of prospective economic relations claim from the Order in granting the Career Step Defendants’
motion as to this claim. The undisputed facts show that Mr. Oldham’s primary concern—and the
reason he broke off tentative negotiations with Plaintiff—related to the shadow over ownership
of the copyright resulting from the parties’ failed relationship and the ongoing litigation. In fact,
the evidence shows that Mr. Oldham contemplates (at least as of the date of his deposition on
May 1, 2012) that Plaintiff can and should approach him again to resume discussion should her
dispute about ownership of the copyright be resolved. (See quotations collected in the Order
[Dkt. No. 245].) Thus, it is questionable whether Plaintiff’s prospective economic relations with
Mr. Oldham have been “interfered with” as contemplated under the applicable test.
Plaintiff has not sufficiently pled claims against the Career Step Defendants in their
individual capacity for abuse of personal identity. The Verified Complaint simply alleges the
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elements of abuse of personal identity against Career Step and then prays for relief against
Career Step and the Career Step Defendants individually. (See Pl.’s Am. Verif. Compl. ¶¶ 152154, 264-269 [Dkt. No. 95].) Contrary to Plaintiff’s arguments (see Pl.’s Opp. Mot. Summ. J., 26
[Dkt. No. 234]), this is not sufficient to survive a motion for summary judgment because the
court is required to enter summary judgment “against a party who fails to make a showing
sufficient to establish the existence of an element to prove that party’s case, and on which that
party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).
Plaintiff’s conclusory allegations about the Career Step Defendants’ individual liability for abuse
of personal identity do not survive the Ashcroft/Iqbal standard for a motion to dismiss, much less
the more exacting standard governing a party’s opposition to a motion for summary judgment (as
outlined in the court’s concurrently issued Order [Dkt. No. 245]). The court therefore grants the
Career Step Defendants’ motion as to Plaintiff’s abuse of personal identity claim.
In granting the Career Step Defendants’ Motion for Summary Judgment on Plaintiff’s
claim for an equitable accounting, the court refers to and incorporates its analysis of Plaintiff’s
accounting claim in the Order.
CONCLUSION
As discussed above, the court GRANTS the Career Step Defendants’ Motion for
Summary Judgment. [Dkt. No. 176.]
SO ORDERED this 6th day of March, 2013.
BY THE COURT:
____________________________________
Clark Waddoups
United States District Judge
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