Zenwork, Inc v. Avalara, Inc

Filing 62

ORDER denying Plaintiff's 56 Motion for Reconsideration signed by Judge Richard A Jones. (TH)

THE HONORABLE RICHARD A. JONES

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

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ZENWORK, INC. f/k/a TECHATLANTIS,
INC.,

ORDER
Plaintiff,

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v.
AVALARA, INC.,

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Defendant.
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AVALARA, INC.,

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Counterclaim
Plaintiff,

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v.

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ZENWORK, INC. f/k/a TECHATLANTIS,
INC. d/b/a EXAKTO.COM;
1099ONLINE.COM, TAX1099.COM; EZ2290;
EZIFTA; EZEXTENSION; and
FBARONLINE,

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Case No. 16-01325-RAJ

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Counterclaim
Defendants.

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ORDER - 1

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This matter comes before the Court upon Plaintiff Zenwork, Inc.’s (formerly
known as Tech Atlantis) Motion for Reconsideration. Dkt. # 56. Having considered
the Motion, the relevant portions of the record, and the applicable law, the Court finds
that oral argument is unnecessary. For the reasons that follow, the Court DENIES
Plaintiff’s Motion. Dkt. # 56.
Motions for reconsideration are disfavored and will be granted only upon a
“showing of manifest error in the prior ruling” or “new facts or legal authority which
could not have been brought to [the court’s] attention earlier with reasonable
diligence.” Local R. W.D. Wash. (“LCR”) 7(h)(1).
Plaintiff argues that there are manifest legal and factual errors in this Court’s
Order granting Defendant’s Motion for Partial Summary Judgment such that
reconsideration is appropriate. Dkt. # 51. Plaintiff takes issue with the Court’s use of
the definition of “purchase” as defined in Black’s Law Dictionary while considering
Defendant’s Motion for Partial Summary Judgment. Plaintiff argues first, that using
the definition in Black’s Law Dictionary to aid in the interpretation of a contract term
is contrary to Washington law. Plaintiff does not cite to any legal authority that
supports the contention that courts may not use Black’s Law Dictionary when
interpreting the ordinary meaning of terms in a contract, that the Court is confined to
the use of a particular dictionary, or that the Court must adhere to the parties’ proffered
definitions when interpreting a term in a legal contract. See Lynott v. Nat’l Union Fire
Ins. Co. of Pittsburgh, Pa., 123 Wash. 2d 678, 692 (stating that it was “helpful to
examine legal dictionaries” when interpreting the definition of the word “acquisition”
in a contract); see also Wm. Dickson Co. v. Pierce Cty., 128 Wash. App. 488, 493, 116
P.3d 409, 413 (2005) (the meaning of undefined terms “may be ascertained by
reference to standard English dictionaries.”) (emphasis added). Plaintiff further argues
that there is a genuine issue of fact as to the meaning of the term at issue because the
ORDER - 2

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word “purchase” is “open to multiple interpretations.” Dkt. # 56. However, “a
contract is not ambiguous simply because the parties suggest opposing meanings.”
Wm. Dickson Co. v. Pierce Cty., 128 Wash. App. at 494.
Plaintiff also argues that the Court failed to consider the extrinsic evidence
submitted by the parties, focusing on a statement in a footnote in the Court’s Order.
However, the footnote states in its entirety: “Even if the Court found that
consideration of extrinsic evidence was necessary, it applies only ‘to determine the
meaning of specific words and terms used and not to show an intention independent of
the instrument or to vary, contradict, or modify the written word.’ G Vincent Ltd. v.
Dux Area Inc., No. C09-383RAJ, 2011 WL 62136, at *4 (W.D. Wash. Jan. 6, 2011).
The parties offer no extrinsic evidence on the meaning of the terms in Section 5.3.2 of
the Agreement.” Dkt. # 51. As noted in the order, consideration of extrinsic evidence
was not necessary to determine the meaning of the word “purchase”. Even if the Court
did find consideration of the submitted evidence necessary, the extrinsic evidence
submitted by the parties is more accurately described as possible evidence of the intent
of the parties, and not evidence of the actual definition of the terms in Section 5.3.2 of
the agreement at issue.
For all the foregoing reasons, the Court DENIES Plaintiff’s Motion for
Reconsideration. Dkt. # 56.

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Dated this 4th day of December, 2017.

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A

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The Honorable Richard A. Jones
United States District Judge

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ORDER - 3