Capitol Pros, Inc v. Vadata, Inc

Filing 29

ORDER granting Defendant's 24 Motion for Summary Judgment signed by U.S. District Judge John C Coughenour. (TH)

THE HONORABLE JOHN C. COUGHENOUR

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

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CAPITOL PROS, INC.,

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Plaintiff,

CASE NO. C17-1410-JCC
ORDER

v.

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VADATA INC. f/k/a. AMAZON.COM,

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Defendant.

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This matter comes before the Court on Defendant’s motion for summary judgment (Dkt.

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No. 24). Having thoroughly considered the parties’ briefing and the relevant record, the Court

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finds oral argument unnecessary and GRANTS the motion for the reasons explained herein.

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I.

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BACKGROUND
The Court has described this case in detail in a prior order (Dkt. No. 22) and will provide

only a brief summary here.

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Plaintiff Capitol Pros, Inc., a commercial cleaning company, provided cleaning services

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to Defendant Vadata, Inc., a division of Amazon.com, at its Virginia location between 2005 and

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2013. (Dkt. No. 1 at 2.) A 2008 Master Services Agreement (“MSA”) governed the parties’

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relationship and included a limitation of liabilities clause foreclosing either party from collecting

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consequential damages, including lost profits or lost opportunities, or punitive damages. (Dkt.

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No. 1-2 at 6.) The MSA also required the parties to contract for specific work through work
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orders incorporated into the MSA. (Dkt. No. 1 at 2.) The 2013 Work Order is the most recent

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work order signed by the parties and it expired on December 31, 2013. (Dkt. No 1-3 at 10.)

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Plaintiff alleges that starting in July 2011 Ryan Maheepat, Defendant’s representative

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managing the parties’ contractual relationship, began forcing Plaintiff to hire his parents and

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friends. (Dkt. No. 1 at 4–5.) Plaintiff asserts that these workers were “unproductive and

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unprofessional” and demanded a number of hiring irregularities—including refusing to sign non-

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compete agreements. (Id. at 5.) In January 2013, Plaintiff also discovered these employees were

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simultaneously working for a competitor, Barnard Building Services (“BBS”). (Id.) Around the

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same time, the parties finalized a work order adding building IAD15 to the contract. (Id. at 6.)

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However, before Plaintiff could begin work on the order, Defendant reported that it had given

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BBS the contract for the IAD15 building. (Id.) Plaintiff continued working on the remainder of

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the contract, but Defendant declined to issue new work orders after the 2013 Work Order

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expired. (Id.)

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Plaintiff sued Defendant for breach of contract and violation of the Washington

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Consumer Protection Act (“WCPA”) based on Defendant’s interference with Plaintiff’s

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employees, the loss of the IAD15 building, and other conduct outlined in the Court’s prior order.

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(Dkt. No. 22). The Court previously dismissed the WCPA claim. (Id.) Defendant now moves for

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summary judgment on the remaining breach of contract claim, arguing that Plaintiff is not

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entitled to damages because the contract was paid in full. (Dkt. No. 24.)

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II.

DISCUSSION

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A.

Legal Standard

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The Court shall grant summary judgment if the moving party shows there is no genuine

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dispute as to any material fact and the moving party is entitled to judgment as a matter of law.

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Fed. R. Civ. P. 56(a). In making this determination, the Court must view the facts and justifiable

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inferences to be drawn therefrom in the light most favorable to the nonmoving party. Anderson v.

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Liberty Lobby, 477 U.S. 242, 255 (1986). Once a motion for summary judgment is properly
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made and supported, the opposing party must present specific facts showing that there is a

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genuine issue for trial. Fed. R. Civ. P. 56(e); Matsushita Elec. Indus. Co. v. Zenith Radio Corp.,

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475 U.S. 574, 587 (1986). Summary judgment is appropriate against a party who “fails to make a

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showing sufficient to establish the existence of an element essential to that party’s case, and on

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which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317,

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324 (1986).

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B.

Analysis

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To prove a breach of contract claim, a plaintiff must show “(1) a contract that imposed a

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duty, (2) breach of that duty, and (3) an economic loss as a result of the breach.” Myers v. State,

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218 P.3d 241, 243 (2009). “[I]t is not enough for a plaintiff to show that a breach occurred. A

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plaintiff must also establish the damages resulting from the breach with a reasonable degree of

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certainty.” Chamberlain Grp. Inc. v. Nassimi, No. C09-5438-BHS, slip op. at 4 (W.D. Wash.

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Oct. 25, 2010). If Plaintiff cannot “establish damages,” the Court need not address the other two

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elements of the contract claim: duty and breach. See id.; Myers, 218 P.3d at 243.

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Both parties agree that contract “damages are ordinarily based on the injured parties’

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expectation interest”; therefore, the Court will assess whether Plaintiff can “establish the

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existence” of expectation damages. Compare Dkt. No. 24 at 8, with Dkt. No. 26 at 7; see

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Celotex, 477 U.S. at 324. Expectation damages are “intended to give [the injured] party the

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benefit of the bargain by awarding him or her a sum of money that will, to the extent possible,

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put the injured party in as good a position as that party would have been in had the contract been

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performed.” Mason, 792 P.2d at 146.

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The Court finds that Plaintiff is not entitled to expectation damages because Defendant

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reimbursed Plaintiff in full for all of the money owed under the contract. The 2013 Work Order

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stipulates that Defendant pay Plaintiff $828,396 for work in 2013. (Dkt. No. 24 at 7.) Defendant

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paid Plaintiff $849,231.71. (Id.) Therefore, the contract was materially performed, so there is no

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amount of damages required to “put the injured party in as good a position as that party would
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have been in had the contract been performed.” Mason, 792 P.2d at 146.
Each of Plaintiff’s alternative theories for damages is foreclosed by the Court’s prior

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ruling or by the express language of the contract. First, Plaintiff cannot receive damages related

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to removal of the IAD15 building from the contract because the Court found that the contract

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was modified to exclude IAD15 from its scope. (Dkt. No. 22 at 6.) Breach on these grounds is

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impossible, and Plaintiff cannot receive damages on this basis. See Myers, 218 P.3d at 243

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(outlining the three elements of a contract breach claim, including that the contract imposes a

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duty). Second, Plaintiff’s arguments for damages due to “increased costs” and “loss of work

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capacity” are unavailing because these types of damages are expressly foreclosed under the

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contract. (Dkt. No. 26 at 8); (see Dkt. No. 1-2 at 5) (under the MSA, neither party may be liable

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for consequential damages, including “lost opportunities or profits”). Third, Plaintiff cannot

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receive damages for Defendant’s refusal to renew the contract or “the loss of its years-long

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relationship with [Defendant].” (Dkt. No. 26 at 8.) The MSA creates no obligation for Defendant

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to engage Plaintiff in any services “until both parties have signed a Work Order.” (Dkt. No. 1-2

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at 1.) The last Work Order agreed to by the parties expired on December 31, 2013. (Dkt. No. 1-3

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at 10.) Because Defendant had no contractual obligations to issue new work orders, Plaintiff is

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ineligible for damages for Defendant’s refusal to renew their relationship. See Evergreen Int’l

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Airlines, Inc. v. Boeing Co., No. CV10-0568-JCC, slip. op. at 7–8 (W.D. Wash. June 9, 2010)

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(finding that Boeing did not breach its contract by refusing to renew the contract).

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Plaintiff argues in the alternative that summary judgment is inappropriate because it has

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not had enough time to complete discovery. (Dkt. No. 26 at 5–7.) Plaintiff must do more than

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assert that if “discovery requests were allowed [it] would be able to unearth facts that would

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reveal that there exists a genuine dispute as to material facts.” Hall v. State of Hawaii, 791 F.2d

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759, 761 (9th Cir. 1986). Plaintiff must also make clear how further discovery “would preclude

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summary judgment.” Id. Plaintiff cannot meet this standard since each of its legal theories for

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damages are foreclosed by the Court’s prior ruling or the limitation of liabilities provision in the
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contract. Therefore, summary judgment is appropriate and Plaintiff’s request for extended

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discovery is DENIED.

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III.

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CONCLUSION
For the foregoing reasons, Defendant’s motion for summary judgment (Dkt. No. 24) is

GRANTED.
DATED this 12th day of July 2018.

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A

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John C. Coughenour
UNITED STATES DISTRICT JUDGE

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