Super Valu Stores, Inc. v. District Court In and For Weld County, 95SA123

Citation906 P.2d 72
Decision Date30 October 1995
Docket NumberNo. 95SA123,95SA123
PartiesRICO Bus.Disp.Guide 8917 SUPER VALU STORES, INC., a Delaware corporation (now known as Super Valu, Inc.), Petitioner, v. The DISTRICT COURT IN AND FOR WELD COUNTY, Colorado, and The Honorable Jonathan W. Hays, one of the judges of the Court, Respondent, and Todd Holding Co., Inc., Toddys of Greeley, Inc., and Toddys of Ft. Collins, Ltd., Real Parties in Interest.
CourtSupreme Court of Colorado

Gibson, Dunn & Crutcher, David G. Palmer, Gregory J. Kerwin, Patricia E. Foley, Denver, for petitioner.

John S. Pfeiffer, Denver, for real parties in interest.

Justice KIRSHBAUM delivered the Opinion of the Court.

On remand pursuant to the court of appeals' opinion in Todd Holding Co., Inc. v. Super Valu Stores, Inc., 874 P.2d 402 (Colo.App.1993) , cert. denied, No. 93SC671 (Colo. May 23, 1994) (hereafter "Todd Holding Co."), the respondent Weld County District Court issued an order granting a motion filed by the plaintiffs-real parties in interest, Todd Holding Co., Inc.; Toddys of Greeley, Inc.; and Toddys of Ft. Collins, Ltd. (hereafter referred to collectively as "Todd"), for permission to amend a complaint filed against petitioner-defendant Super Valu Stores, Inc. (now known as Super Valu, Inc.) (hereafter "Super Valu"). Super Valu seeks a writ of prohibition pursuant to C.A.R. 21 to prohibit the trial court from enforcing its order. Having issued a rule to show cause why the requested relief should not be granted, we discharge the rule.

I

The limited record before us establishes the following pertinent facts. 1 Todd Holding Co., Inc. is a Colorado corporation with its principal place of business located in Greeley, Colorado. Its two subsidiaries, Toddys of Greeley, Inc. and Toddys of Ft. Collins, Ltd. are engaged in the retail grocery business. Super Valu is a wholesaler primarily engaged in selling food and non-food products at wholesale to independently owned entities engaged in the retail grocery business.

In 1990, Todd initiated this civil action against Super Valu. The complaint 2 contained twenty-two claims for relief, including claims of common law fraud, breach of contract, breach of confidential relationship, and violations of the Colorado Organized Crime Control Act, §§ 18-17-101 to -109, 8B C.R.S. (1986 & 1994 Supp.) (hereafter "COCCA"). In support of these claims Todd alleged that Super Valu acted improperly with respect to prices for groceries charged by Super Valu to Todd from 1983 through 1989, and that Super Valu also acted improperly with respect to a market survey conducted by Super Valu that Todd purchased from Super Valu in or about 1984.

With respect to Super Valu's alleged misconduct in setting prices, the complaint contains allegations that in or about 1983, relying on Super Valu's representations that Super Valu sold food and non-food products to grocery retailers on a cost, plus fee, plus freight basis, Todd became a customer of Super Valu; that from 1983 until 1989 Super Valu was the primary supplier of grocery products to Todd; and that, contrary to the terms of the relevant contract, Super Valu did not sell food and non-food products to Todd on a cost, plus fee, plus freight basis. Todd sought actual and punitive damages, asserting that Super Valu's pricing conduct constituted fraud, breach of contract, and breach of confidential relationship.

The complaint also contains allegations that Super Valu made representations to Todd regarding certain market surveys conducted by Super Valu, which surveys evaluated and analyzed potential site locations for new supermarkets; that in or about 1984 Todd purchased a market survey from Super Valu respecting a designated area in Arapahoe County, Colorado; that between September 26, 1986, and February 2, 1989, Todd expended a sum in excess of $1,500,000 to construct, operate, and maintain a supermarket in Arapahoe County, Colorado; and that Todd ultimately closed that supermarket due to lack of profit. The complaint further alleges that the copy of the market survey delivered by Super Valu to Todd was materially and intentionally altered by Super Valu to delete all references contained in the original survey to a proposed rival supermarket site. Todd alleged that this misconduct constituted fraud, breach of contract, and breach of confidential relationship. 3

The complaint also contains allegations that Super Valu's conduct with respect to its pricing of food and non-food products and with respect to its conduct in connection with the market survey purchased by Todd gave rise to five separate violations of COCCA. 4 In its answer to the complaint, Super Valu denied the allegations of the complaint and asserted as an affirmative defense that Todd's five COCCA claims were barred by applicable statutes of limitations.

At trial, Todd voluntarily dismissed three of its five COCCA claims. At the conclusion of Todd's case in chief, Super Valu filed a motion for directed verdict requesting dismissal of the two COCCA claims not previously dismissed (hereafter referred to as "the two surviving COCCA claims"). Super Valu argued, inter alia, that the two surviving COCCA claims were barred by the one-year statute of limitations established by section 13-80-103(1)(d), 6A C.R.S. (1987). The trial court disagreed with this argument, but ultimately entered a directed verdict against Todd on the two surviving COCCA claims on the ground that they were barred by the applicable three-year statute of limitations.

The jury returned a verdict in favor of Todd on Todd's claims alleging misconduct by Super Valu in preparing and selling the market survey. The jury awarded damages on those claims of $2,708 for breach of contract, $630,000 for breach of confidential relationship, and $970.50 for fraud. With respect to Todd's claims alleging misconduct by Super Valu in its pricing practices, the jury returned verdicts in favor of Super Valu on Todd's breach of contract and fraud claims, returned a verdict in favor of Todd on its breach of confidential relationship claim, and assessed actual damages of zero and punitive damages of $1,200,000 against Super Valu. The trial court subsequently concluded that the award of punitive damages against Super Valu on Todd's breach of confidential relationship claim based on Super Valu's pricing conduct could not be sustained in view of the jury's failure to award actual damages on such claims and entered a final judgment in favor of Todd and against Super Valu in the amount of $633,678.50.

Super Valu appealed that portion of the trial court's judgment awarding Todd damages on Todd's claim of breach of confidential relationship by Super Valu in connection with the preparation and sale of the market survey. Todd cross-appealed the trial court's order dismissing Todd's two COCCA claims on statute of limitations grounds.

In Todd Holding Co., 874 P.2d 402 (Colo.App.1993), the court of appeals reversed the trial court's judgment with regard to Todd's breach of confidential relationship claim. The court of appeals held that although proof of the existence of a confidential relationship may be essential to establish certain causes of action such as breach of fiduciary duty, breach of a confidential relationship does not in and of itself constitute a claim for relief. Id. at 404. The court of appeals also held that the trial court erred in dismissing the two COCCA claims on statute of limitations grounds in the absence of a determination of whether the applicable limitation period had been tolled. Id. at 405. The court of appeals concluded its opinion as follows That portion of the judgment relating to the breach of confidential relationship claims is reversed. Also, the judgment dismissing the COCCA claims is reversed, and the cause is remanded for further proceedings on the COCCA claims.

Id. at 406.

On June 22, 1994, pursuant to the court of appeals' remand order, the trial court vacated the judgment of $630,000 it had entered on the jury's verdict in favor of Todd on the breach of confidential relationship claim that was based on allegations of misconduct in connection with Super Valu's market survey. Subsequently, on February 20, 1995, the trial court entered its order with respect to the question of whether Todd's two surviving COCCA claims were time-barred. The trial court concluded that the question of whether Todd knew or reasonably should have known of the two COCCA claims more than two years before commencement of the action was material to the determination of the applicability of the relevant statute of limitations. The trial court further concluded that such issue should be determined by the jury.

In its February 20, 1995, order the trial court also addressed the issue of whether Todd's pricing claim is a proper predicate for its COCCA claims. 5 Super Valu asserted that Todd's complaint did not allege Super Valu's pricing conduct as a predicate to either of the two surviving COCCA claims. The trial court rejected that argument. In so doing, the trial court examined the general allegations of the complaint as well as allegations specifically related to Todd's two fraud claims, noted that such allegations asserted misconduct in connection with Super Valu's pricing practices as well as in connection with the market survey, and determined that the two surviving COCCA claims sufficiently incorporated by reference allegations of Super Valu's pricing conduct as well as allegations of Super Valu's conduct in connection with the market survey.

On September 22, 1994, Todd filed a motion to amend the complaint. The amended complaint as approved by the trial court contains one claim alleging breach of fiduciary duty and two claims alleging violations of COCCA. 6 The general factual allegations contained in the amended complaint do not differ in any substantial respect from the general factual allegations contained in the...

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