Whittlestone Inc v. Handi-craft Co.
| Court | United States Courts of Appeals. United States Court of Appeals (9th Circuit) |
| Citation | 618 F.3d 970 |
| Docket Number | No. 09-16353.,09-16353. |
| Parties | WHITTLESTONE, INC., a California corporation, Plaintiff-Appellant,v.HANDI-CRAFT COMPANY, a Missouri corporation, Defendant-Appellee. |
| Decision Date | 17 August 2010 |
618 F.3d 970
WHITTLESTONE, INC., a California corporation, Plaintiff-Appellant,
v.
HANDI-CRAFT COMPANY, a Missouri corporation, Defendant-Appellee.
No. 09-16353.
United States Court of Appeals,
Ninth Circuit.
Argued and Submitted May 13, 2010.
Filed Aug. 17, 2010.
Peter W. Herzog (argued) & Michael A. Vitale of Herzog Crebs, LLP, St. Louis, MO; Dean Pollack & Rohit A. Sabnis of Burnham Brown, PLC, Oakland, CA, for defendant-appellee Handi-Craft Company.
Appeal from the United States District Court for the Northern District of California, Saundra B. Armstrong, District Judge, Presiding. D.C. No. 4:08-cv-04193-SBA.
Before STEPHEN REINHARDT, WILLIAM A. FLETCHER and N. RANDY SMITH, Circuit Judges.
In this case of first impression, we hold that Rule 12(f) of the Federal Rules of Civil Procedure does not authorize a district court to strike a claim for damages on the ground that such damages are precluded as a matter of law. We reverse and remand.
In March 2006, Whittlestone (a California corporation with its principal place of business in California) and Handi-Craft (a Missouri corporation with its principal place of business in Missouri) entered into a written, twenty-year contract. In the contract, Handi-Craft was obligated to make minimum annual unit or dollar amount purchases of Whittlestone products for resale to third parties.
Relevant paragraphs of the contract stated:
5 Term. The “Term” of this Agreement shall begin on the date of this Agreement and end after the initial term described below, unless sooner terminated pursuant to the Agreement.
....
20 Termination.
a. This Agreement may be terminated as to any or all of the Whittlestone Products at any time by the mutual written consent of both parties.
b. This Agreement may be terminated as to any or all of the Whittlestone Products by Handi-Craft upon at least forty-five (45) days prior written notice to Whittlestone in the event of the occurrence of any of the following events and Whittlestone's failure to cure said default within said time:
1. The insolvency of Whittlestone;....
2. If Whittlestone shall at any time commit a breach of its obligations or fails or omits to perform any of its material obligations contained herein.
c. This Agreement may be terminated as to any or all of the Whittlestone Products by Whittlestone upon at least forty-five (45) days prior written notice to Handi-Craft in the event of the occurrence of any of the following events and Handi-Craft's failure to cure said default within said time:
1. The insolvency of Handi-Craft;....
2. If Handi-Craft shall at any time commit a breach of its obligations or fails or omits to perform any of its material obligations contained herein.
d. Neither party, by reason of the termination or nonrenewal of this Agreement for any or all of the Whittlestone Products, shall be liable to the other for compensation, reimbursement or damages because of the loss of anticipated sales or prospective profits or because of expenditures, investments, leases, property improvements or other matters related to the business or good will of either party.
....
f. Upon termination of this Agreement as to any or all of the Whittlestone Products as a result of a material breach by Whittlestone, Handi-Craft, at its option, shall be relieved from any obligation to distribute any further shipment of any Whittlestone Products and may cancel all of its unshipped orders for such Whittlestone Products.... Upon termination of this Agreement as to any or all of the Whittlestone Products as a result of a material breach by Handi-Craft, Whittlestone at its option, shall be relieved from any obligation to ship any further shipment of any Whittlestone Products, and Handi-Craft must accept delivery of any remaining shipped or unshipped orders for such Whittlestone Products and Handi-Craft will be held liable for any and all such orders.
....
i. This Agreement may be terminated by Whittlestone, at any time after the date that is eighteen (18) months following a Change in Control in the ownership of Handi-Craft upon ten (10) days prior written notice to Handi-Craft.
j. This Agreement may be terminated by HandiCraft, at any time after the date that is eighteen (18) months following a Change in Control in the ownership of Whittlestone upon ten (10) days prior written notice to Whittlestone.
Handi-Craft unilaterally withdrew from the contract in June 2008-only two years into the twenty-year term. Shortly thereafter, Whittlestone filed suit against Handi-Craft for breach of contract, and requested damages, “including loss of the value of the twenty year contract for Whittlestone products including minimum annual unit or dollar purchases by Handi-Craft, lost profits, consequential damages[and] otherwise unearned credits and discounts granted to Handi-Craft is [sic]
On October 9, 2008, Handi-Craft filed a Rule 12(f) motion to strike those portions of Whittlestone's complaint that sought the recovery of lost profits and consequential damages. Handi-Craft claimed that such damages were barred by Paragraph 20(d) of the contract.
In an order dated November 18, 2008, the district court granted Handi-Craft's motion to strike. Without deciding which state's law governed the contract, the district court found that the provision limiting lost profits and consequential damages was enforceable under either Missouri or California law. It then found that the contract between the two parties clearly excluded the damages sought by Whittlestone. Accordingly, it struck Whittlestone's claim for “lost profits,” “consequential damages,” the “loss of value of the twenty year...
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