Adams v. ONE PARK PLACE INVESTORS, LLC

• Citation: 315 S.W.3d 742
• Decision Date: 29 June 2010
• Docket Number: No. WD 71652.,WD 71652.
• Parties: Robert ADAMS, Appellant, v. ONE PARK PLACE INVESTORS, LLC, and, William Foote, Respondents.
• Court: Court of Appeal of Missouri (US)

315 S.W.3d 742

Robert ADAMS, Appellant, v. ONE PARK PLACE INVESTORS, LLC, and, William Foote, Respondents.

No. WD 71652.

Missouri Court of Appeals, Western District.

June 29, 2010.

COPYRIGHT MATERIAL OMITTED

Joseph R. Colantuono and Katherine I. Tracy, Overland Park, KS, for appellant.

Curtis E. Woods and Jason R. Scheiderer, Kansas City, MO, for respondents.

Before Division Three: JAMES M. SMART, JR., Presiding Judge, JOSEPH M. ELLIS, Judge and GARY D. WITT, Judge.

GARY D. WITT, Judge.

Robert Adams filed suit against One Park Place Investors, LLC ("OPPI") and William Foote based on Adams's claims against those parties pertaining to the termination of his employment as the Project Director for a construction and development project converting the BMA Tower in Kansas City, Missouri, from an office building into residential condominiums. For the reasons explained below, we affirm in part and reverse in part.

Factual Background

In November of 2004, Adams and OPPI allegedly entered into an oral contract, wherein OPPI agreed to employ Adams as the Project Director for the residential condominium project. William Foote, as the Managing General Partner of OPPI, negotiated the contract on behalf of OPPI. Subsequently, in January 2007, Foote, on behalf of OPPI, notified Adams that his employment with OPPI was terminated immediately.

On May 11, 2007, Adams filed the instant lawsuit in Jackson County Circuit Court against OPPI and Foote. As pled in his First Amended Petition, Adams brought three counts, all of which sought monetary relief. Count One was a breach of contract claim brought solely against OPPI. Count Two was an unjust enrichment claim brought exclusively against OPPI. Count Three was a "misrepresentation" claim against OPPI and Foote pursuant to the California Labor Code, Section 970.

In part because this case was assigned at differing times to three different judges, the procedural history pertaining to the dispositive motions filed by OPPI is somewhat convoluted.

On January 29, 2008, OPPI filed a motion for summary judgment as it pertained to Counts One and Two. After extensive briefing by the parties, the trial court granted this motion in part by entering a judgment on June 26, 2008, dismissing Count One, the breach of contract claim against OPPI. However, the trial court denied the motion as it pertained to Count Two, the unjust enrichment claim against OPPI.

On August 26, 2008, Adams filed its First Amended Petition. Thereafter, on January 5, 2009, OPPI and Foote filed its Motion to Dismiss Count Three of the Amended Petition.

After various briefing by the parties, the trial court entered an order¹ on February 2, 2009, dismissing Count Three of Adams's Petition as it pertained to both OPPI and Foote. Additionally, in this same order, the Court "reinstituted" Count I of Adams's Petition "as a valid and pending claim by plaintiff."

On March 4, 2009, the trial court entered another order denying Adams's motion to reconsider its ruling in dismissing Count Three of Adams's Petition.

On September 4, 2009, OPPI filed its "Renewed Motion for Summary Judgment," which sought judgment against Adams's claims as it pertained to Count One and Two of his Amended Petition. After various briefing by the parties, the trial court entered its judgment on September 22, 2009, that, inter alia, granted OPPI's motion for summary judgment as it pertained to Counts One and Two of the Petition. However, this judgment did not rule on or dispose of Count Three of Adams's Petition against Foote.

On May 11, 2010, the trial court issued its nunc pro tunc judgment, which stated that the "September 22, 2009 Judgment is amended to dispose of all claims, including Count I-III, against all parties, including OPPI and Foote."

Adams now appeals.²

Analysis

I. Motion For Summary Judgment

In Point One, Adams argues that the trial court erred in granting summary judgment as it pertained to his contract claim in light of the fact it erroneously applied "Missouri law to Adams' breach of contract claim because California law applies in that Missouri's conflict of laws principles require application of California law."

"We review a circuit court's summary judgment de novo." Ascoli v. Hinck, 256 S.W.3d 592, 593 (Mo.App. W.D.2008) (citing ITT Commercial Fin. Corp. v. Mid-Am. Marine Supply Corp., 854 S.W.2d 371, 376 (Mo. banc 1993)). "Summary judgment is proper only when the parties are not genuinely disputing material factual issues and when the moving party is entitled to judgment as a matter of law." Id. "When we review a circuit court's summary judgment, we view the record in the light most favorable to the party against whom the circuit court entered judgment." Id. at 593-94.

"Conflict of laws questions are to be answered by applying our own state's conflict of laws doctrines." Farmers Exch. Bank v. Metro Contracting Servs., Inc., 107 S.W.3d 381, 391 (Mo.App. W.D.2003). In resolving a conflict of laws question, Missouri courts rely on the Restatement (Second) of Conflict of Laws. Id. Specifically, in contract cases, Missouri courts have adopted the Restatement (Second) of Conflict of Laws, Section 188, test that states that "the law of the state where the predominant contract interests lie will be applied." Ranch Hand Foods, Inc. v. Polar Pak Foods, Inc., 690 S.W.2d 437, 441 (Mo. App. W.D.1985).

Section 188 provides that the following factors are to be considered:

(a) the place of the contracting,

(b) the place of negotiation of the contract,

(c) the place of performance,

(d) the location of the subject matter of the contract, and

(e) the domicile, residence, nationality, place of incorporation and place of business of the parties.

RESTATEMENT (SECOND) CONFLICT OF LAWS § 188 (1971).

"In considering these five factors, we also apply the choice of law principles of section 6 of the Restatement (Second) Conflict of Laws." Accurso v. Amco Ins. Co., 295 S.W.3d 548, 552 (Mo.App. W.D. 2009) (citing Armstrong Bus. Servs., Inc. v. H & R Block, 96 S.W.3d 867, 872 (Mo. App. W.D.2002)). These principles are the following:

(a) the needs of the interstate and international systems,

(b) the relevant policies of the forum,

(c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue,

(d) the protection of justified expectations,

(e) the basic policies underlying the particular field of law,

(f) certainty, predictability and uniformity of result, and

(g) ease in the determination and application of the law to be applied.

Id. at 553.

Here, in granting summary judgment in favor of OPPI, the trial court found that Missouri law applied, and in so concluding the court stated the following:

The parties agree the employment agreement at issue was negotiated and made in California. However, the remaining factors weigh in favor of the use of Missouri law. The subject matter of the contract—the Project—was located in Missouri. Adams worked on the Project from California for a time, but his efforts—making contacts and gathering information—were concentrated in Missouri. Adams traveled to Missouri numerous times to conduct business concerning the Project. Eight-five percent of his time in 2004 was spent in Missouri. In early 2005, he moved to Missouri and according to his Amended Petition, he currently resides here. OPPI's principle (sic) place of business is Missouri. Adams paid Missouri income taxes. Clearly, Adams' place of employment was Missouri. Finally, the termination of the contract at issue—the alleged breach—took place in Missouri. The predominant contract interests are in Missouri, and Missouri law should be applied.

In applying the five elements of Section 188 to the instant case, it is apparent that a majority of these factors compel that Missouri law should be applied to the instant dispute. To begin with, as it pertains to both "the place of performance" of the contact and "the location of the subject matter of the contract," there can be no dispute that both elements suggest that Missouri law should apply because Missouri is where the relevant building was located that was transformed into condominiums as contemplated by the contract. While he argues on appeal that a small portion of his work on this project took place in California, Adams does not dispute the trial court's finding that his work was "concentrated in Missouri." Simply put, Adams has failed to demonstrate that the above findings and conclusions are somehow in error.

Moreover, as it pertains to "the domicile, residence, nationality, place of incorporation and place of business of the parties," Adams contends that California is his legal residence because this is where he lived while negotiating the relevant contact and this is where he returned to "after his termination." But these arguments ignore the fact Adams averred in his Petition that he "is an individual residing in Kansas City, Jackson County, Missouri." When determining residency pursuant to Section 188, we attach significance to where the individual or entity resided when the Petition was filed. Rivers v. Rivers, 21 S.W.3d 117, 122 (Mo.App. W.D. 2000). Adams further contends that he "only resided in Kansas City because Foote (OPPI) required him to re-locate to Kansas City as part of the employment offer," but he fails to cite any supporting authority that this fact is relevant to our analysis.

Furthermore, Adams contends that "OPPI's primary business address is in Newport Beach, California." Again, Adams ignores that his own pleadings belie this assertion because he averred that OPPI "is a limited liability company organized under the laws of the State of Delaware in November of 2004, and authorized to transact business in the State of Missouri, with a principle sic place of business in Kansas City, Jackson County, Missouri." (Emphasis added). While it is true that Foote resided in California during the relevant...