Whittlestone Inc v. Handi-craft Co.
Decision Date | 17 August 2010 |
Docket Number | No. 09-16353.,09-16353. |
Citation | 618 F.3d 970 |
Parties | WHITTLESTONE, INC., a California corporation, Plaintiff-Appellant,v.HANDI-CRAFT COMPANY, a Missouri corporation, Defendant-Appellee. |
Court | U.S. Court of Appeals — Ninth Circuit |
Russell J. Hanlon (argued), San Jose, CA, for plaintiff-appellant Whittlestone, Inc.
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:
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] excess of $250,000.” (hereinafter, these various damages are referred to generally as “lost profits and consequential damages”). Whittlestone also requested restitutionary relief.
A. The Rule 12(f) Motion
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 contract for Whittlestone products including minimum annual unit or dollar purchases by Handi-Craft,” and other “unearned credits and discounts” from the complaint. Whittlestone then filed a motion for reconsideration, which was denied. Whittlestone now appeals.
“We review the district court's decision to strike matter pursuant to Federal Rule of Civil Procedure 12(f) for abuse of discretion.” Nurse v. United States, 226 F.3d 996, 1000(9th Cir.2000). However, the issue presented here is not whether the district court properly struck the matter under Rule 12(f), but whether Rule 12(f) authorizes the district court to strike such matter at all. The panel reviews this purely legal issue de novo. California Scents v. Surco Prods., Inc., 406 F.3d 1102, 1105 (9th Cir.2005) ().
Whittlestone argues that the district court erred by striking its claim for lost profits and consequential damages from the complaint, because courts may not resolve “disputed and substantial factual or legal issue[s] in deciding ... a motion to strike.” We agree and remand this case back to the district court with instructions that the relevant portions of Whittlestone's complaint not be stricken under Rule 12(f).
A. Whether the District Court Erred by Striking a Claim for Damages in a Rule 12(f) Motion
Rule 12(f) of the Federal Rules of Civil Procedure states that a district court “may strike from a pleading an insufficient defense or any redundant, immaterial, impertinent, or scandalous matter.” “The function of a 12(f) motion to strike is to avoid the expenditure of time and money that must arise from litigating spurious issues by dispensing with those issues prior to trial....” Fantasy, Inc. v. Fogerty, 984 F.2d 1524, 1527 (9th Cir.1993) ( )rev'd on other grounds by Fogerty v. Fantasy, Inc., 510 U.S. 517, 114 S.Ct. 1023, 127 L.Ed.2d 455 (1994). Our interpretation of the Federal Rules of Civil Procedure begins with the relevant rule's “plain meaning.” Kootenai Tribe of Idaho v. Veneman, 313 F.3d 1094, 1111 (9th Cir.2002). Thus, we begin our analysis by determining whether Whittlestone's claim for lost profits and consequential damages was: (1) an insufficient defense; (2) redundant (3) immaterial; (4) impertinent; or (5) scandalous.
It is quite clear that none of the five categories covers the allegations in the pleading sought to be stricken by HandiCraft. First, the claim for damages is clearly not an insufficient defense; nobody has suggested otherwise. Second, the claim for damages could not be redundant, as it does not appear anywhere else in the complaint. Third, the claim for damages is not immaterial, because whether these damages are recoverable relates directly to the plaintiff's underlying claim for relief. See Fogerty, 984 F.2d at 1527 () (quoting 5A Charles A. Wright & Arthur R. Miller Federal Practice and Procedure § 1382, at 706-07 (1990) (quotation marks omitted)). Fourth, the claim for damages is not impertinent, because whether these damages are recoverable pertains directly to the harm being alleged. Id. () (quotation marks and citation omitted). Finally, a claim for damages is not scandalous, and Handi-Craft has not alleged as much.
Notwithstanding this, Handi-Craft argues that Whittlestone's claim for lost profits and consequential damages should be stricken from the complaint, because such damages are precluded as a matter of law. Thus, Handi-Craft's 12(f) motion was really an attempt to have certain portions of Whittlestone's complaint dismissed or to obtain summary judgment against Whittlestone as to those portions of the suit-actions better...
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