Davis Wine Co. v. Vina Y Bodega Estampa, S.A.
| Decision Date | 13 October 2011 |
| Docket Number | No. 03:10–cv–00650–HU.,03:10–cv–00650–HU. |
| Citation | 823 F.Supp.2d 1159 |
| Parties | DAVIS WINE COMPANY, a Partnership, and Davis Wine Imports, LLC, a California Limited Liability Company, Plaintiff, v. VINA Y BODEGA ESTAMPA, S.A., a Chilean Company, Defendants. |
| Court | U.S. District Court — District of Oregon |
OPINION TEXT STARTS HERE
Darian Stanford, Phil Nelson, Jason Hirshon, Slinde Nelson LLC, Portland, OR, for Plaintiff.
Alison Rhodes, Judith Parker, Hinshaw & Culbertson LLP, Portland, OR, for Defendant.
Currently before the court is defendant Vina Y Bodega Estampa, S.A.'s (“Estampa”) motion for summary judgment pursuant to Federal Rule of Civil Procedure (“Rule”) 56(c) or, alternatively, to dismiss plaintiff Davis Wine Company's (“DWC”) claims for breach of the implied covenant of good faith and fair dealing, breach of implied contract, and unjust enrichment pursuant to Rule 12(b)(6). All parties have consented to entry of final judgment by a Magistrate Judge in accordance with Rule 73 and 28 U.S.C. § 636(c). For the reasons set forth below, Estampa's motion [36] for summary judgment or, in the alternative, to dismiss DWC's claims for breach of the implied covenant of good faith and fair dealing, breach of implied contract, and unjust enrichment, is DENIED.
Davis Wine Imports, LLC (“Davis LLC”) originally filed this action in the Multnomah County Circuit Court for the State of Oregon on July 20, 2009. (Notice of Removal ¶ 1.) In its complaint, Davis LLC brought claims against Estampa for breach of contract and breach of the covenant of good faith and fair dealing. (Notice of Removal Ex. 1 at 5–8.) Estampa was served with Davis LLC's summons and complaint on May 27, 2010. (Notice of Removal ¶ 1.) Estampa then removed the case to federal court on June 8, 2010. (Notice of Removal at 1.)
On July 28, 2010, Estampa filed its first motion for summary judgment arguing that Davis LLC did not exist as an entity at the time the parties entered into the contract. (Defs.' Mem. Supp. (doc. # 12) at. 1–10.) Estampa also argued that the contract was not valid under California law because the parties were not capable of contracting with one another. (Defs.' Mem. Supp. (doc. # 12) at 10.) Rather than responding to the motion for summary judgment, on August 16, 2010, Davis LLC filed a motion for joinder, leave to amend, and for an extension of time to respond to Estampa's motion for summary judgment. (Doc. # 16.) Davis LLC sought to amend the complaint to join DWC. (Decl. Phil Nelson Ex. A at ¶ 2.)
The court granted Davis LLC's motion for joinder and leave to amend since the record was insufficient to determine if the partnership continued to exist after the formation of the LLC. (Doc. # 28 at 10.) Thus, it was premature to address Estampa's motion for summary judgment. (Doc. # 28 at 10.) On April 1, 2011, Davis LLC and DWC (collectively “Plaintiffs”) submitted their First Amended Complaint (“FAC”) against Estampa. (FAC at 1.)
The following are facts as alleged in Plaintiffs' FAC: DWC is a domestic partnership formed in 2003 between brothers German and Sebastian Bistue and their father, Cesar Bistue (collectively “the Bistues”). (FAC ¶ 2.) DWC conducts business in Portland, Oregon. (FAC ¶ 2.) Davis LLC is a domestic wine importing company formed in September 2008 by the Bistues, which also conducts business in Portland, Oregon. (FAC ¶ 3.) Estampa is a foreign corporation with its principle place of business in Santiago, Chile. (FAC ¶ 4.)
DWC is a federally licensed importer, marketer and distributor of international wine throughout the United States. (FAC ¶ 6.) In December 2007, DWC entered into negotiations with Estampa for an exclusive right to import, market and distribute Estampa wine nationwide. (FAC ¶ 7.) Prior to executing a contract, DWC notified Estampa that they were in the process of reorganizing as a limited liability company, e.g., Davis LLC. (FAC ¶ 7.) DWC requested that Davis LLC, not DWC be the party to the contract on January 4, 2008. (FAC ¶ 7; Decl. Cesar Bistue ¶ 8.) DWC notified Estampa that it would be approximately five or six months before the transition from DWC to Davis LLC would be complete. (FAC ¶ 7.)
On January 7, 2008, DWC executed an “Importation and Represtation [sic] Agreement” with Estampa (“the Agreement”) in the name of the to-be-formed company, Davis LLC. (FAC ¶ 8.) The parties allegedly understood and agreed that DWC would perform all obligations under the Agreement and would be entitled to all of the benefits under the Agreement “until and unless” Davis LLC was formed. (FAC ¶ 8.) DWC claims that all pre-agreement and post-agreement correspondence between the parties were addressed to DWC, and all invoices and purchases orders issued pursuant to the Agreement were in DWC's name. (FAC ¶ 9.) Estampa also issued a press release and a notice to all its distributors listing DWC as its official importer. (FAC ¶ 9.)
German Bistue is DWC's director of marketing and served as Estampa's main contact. (FAC ¶ 11.) The majority of DWC's marketing activity and negotiations were conducted from its Portland office, which is the national sales headquarters. (FAC ¶ 11.) On or about February 12, 2008, Marie Chaisson, a representative of Estampa, met with German Bistue at DWC's Portland office. (FAC ¶ 12.) During this meeting, Estampa and DWC discussed logistics of DWC's exclusive distribution of Estampa wines in Oregon and the United States. (FAC ¶ 12.)
DWC submitted three purchase orders to Estampa: “PO 237, PO 238, and PO 242” on February 28, 2008. (FAC ¶ 13.) Estampa refused to accept these purchase orders despite the Agreement. (FAC ¶ 13.) Estampa allegedly insisted on DWC purchasing their entire inventory of wine stored by Western Carriers at multiple locations in the United States in a single purchase order rather than over time. (FAC ¶ 13.) On or about March 18, 2008, Estampa sent two invoices to DWC and DWC submitted three new Purchase Orders: PO 249, PO 250, and PO 251. (FAC ¶ 14.) PO 249 governed the purchase of Estampa's inventory of wine stored by Western Carriers in California. (FAC ¶ 14.) PO 250 covered the purchase of Estampa's inventory of wine stored by Western Carriers in New Jersey, and PO 251 dealt with the purchase of Estampa wine directly from Chile. (FAC ¶ 14.)
On March 20, 2008, DWC was scheduled to receive the Estampa wine from California under PO 249, but it never arrived. (FAC ¶ 15.) Soon thereafter, Estampa informed DWC that they would not ship any inventory and would not honor the invoices. (FAC ¶ 15.) Estampa's reason for this action was that a third-party insurer, Coface, refused to insure DWC. (FAC ¶ 16.) DWC claims that the Agreement did not require them to use any particular insurer. (FAC ¶ 16.) Nevertheless, Estampa informed DWC that they intended to terminate the Agreement. (FAC ¶ 16.)
DWC claims that its customers had already placed substantial orders for Estampa wines and, due to Estampa's breach of the Agreement, they were unable to deliver on these orders. (FAC ¶ 17.) On April 3, 2008, DWC sent Estampa's CEO, Miguel Gonzales Ortiz, a letter detailing Estampa's alleged breaches and demanding that Estampa comply with the Agreement. (FAC ¶ 18.) On April 14, 2008, Estampa responded by formally terminating the Agreement based on what Ortiz characterized as “lack of mutual trust.” (FAC ¶ 19.) Five months later, on September 5, 2008, Davis LLC was registered under California law. (FAC ¶ 20.) Plaintiffs bring claims for breach of contract, breach of the covenant of good faith and fair dealing, breach of implied contract, and unjust enrichment against Estampa.1 (FAC ¶¶ 21–43.)
Estampa brought the motion that is currently before the court. (Defs.' Mot. Summ. J. (doc. # 36) at 1.) Estampa's memorandum raised arguments pertaining to the sufficiency of the claims alleged by both Davis LLC and DWC. (Defs.' Mem. Supp. at 5–18.) Plaintiffs conceded the motions against Davis LLC and withdrew all claims made on its behalf. (Pl.'s Opp'n at 11.) Accordingly, the court will address the only remaining claims in this case, DWC's claims.
Summary judgment is appropriate “if pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). Summary judgment is not proper if factual issues exist for trial. Warren v. City of Carlsbad, 58 F.3d 439, 441 (9th Cir.1995).
The moving party has the burden of establishing the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). If the moving party shows the absence of a genuine issue of material fact, the nonmoving party must go beyond the pleadings and identify facts which show a genuine issue for trial. Id. at 324, 106 S.Ct. 2548. A nonmoving party cannot defeat summary judgment by relying on the allegations in the complaint, or with unsupported conjecture or conclusory statements. Hernandez v. Spacelabs Medical, Inc., 343 F.3d 1107, 1112 (9th Cir.2003). Thus, summary judgment should be entered against “a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.” Celotex, 477 U.S. at 322, 106 S.Ct. 2548.
The court must view the evidence in the light most favorable to the nonmoving party. Bell v. Cameron Meadows Land Co., 669 F.2d 1278, 1284 (9th Cir.1982). All reasonable doubt as to the existence of a genuine issue of fact should be resolved against the moving party. Hector v. Wiens, 533 F.2d 429, 432 (9th Cir.1976). Where different ultimate inferences may be drawn, summary judgment is inappropriate. Sankovich v. Life Ins. Co. of N. Am., 638 F.2d 136, 140 (9th Cir.1981).
However, deference to the nonmoving party has limits. The...
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