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URS Corporation v. Transpo Group, Inc.

United States District Court, W.D. Washington, Seattle

January 30, 2015

URS CORPORATION, a Nevada corporation, Plaintiff,
TRANSPO GROUP, INC., a Washington corporation, Defendant.


RICARDO S. MARTINEZ, District Judge.


This matter comes before the Court on Defendant Transpo Group Inc.'s ("Transpo") Motion for Summary Judgment. Dkt. #21. Transpo seeks an Order from this Court applying the terms of the contract at issue and ruling as a matter of law that:

(a) pursuant to the terms of the agreements between Transpo Group and URS, URS is barred from recovering incidental, consequential, or special damages from Transpo Group; [and] (b) pursuant to Transpo's Teaming Agreement, when estimating sign structure lengths Transpo Group was entitled to rely on the accuracy and completeness of roadway cross-sections provided to it by URS, including any forward compatibility requirements applicable to the cross-sections.

Dkt. #21 at 2. Plaintiff URS Corporation ("URS") opposes the motion, arguing that questions of fact preclude summary judgment and that Transpo's interpretations of certain contract provisions are incorrect and unreasonable. Dkt. #23 at 1-3. Having reviewed the record before it, and neither party having requested oral argument on this motion, the Court now GRANTS IN PART and DENIES IN PART Transpo's motion for the reasons set forth below.


The essential background of this case has previously been set forth by the Court. Dkt. #17. This case arises from construction related to a local road project, namely, the I-405 N.E. 6th to I-5 Widening and Express Toll Lanes Design-Build Project ("the Project"). Dkt. #6 at Counterclaim ¶ 1. The design-builder for the Project is non-party Flatiron Constructors, Inc. ("Flatiron"). Dkt. #3-1 at ¶ 6. "Design build" or "design construct" is a term used in the construction industry to denote a method of construction whereby a contractor or subcontractor provides both the design and the construction of a particular system in the project. Plaintiff, URS, is the lead-designer on the Project pursuant to a Subcontract for Design Services with Flatiron. Dkt. #3-1 at ¶ 7. Defendant, Transpo, is a member of a design-build team established to construct the Project. Dkt. #6 at Counterclaim ¶ 2. Transpo contracted with URS to provide services relating to the design of sign panels for the Project. Id. Flatiron contends damages have been incurred as the result of the failure of certain sign structures, intended to hold the sign panels designed by Transpo, to meet certain Forward Compatibility requirements imposed by the Project Contract Documents. Id. at ¶ 3. As a result, Flatiron has withheld payments otherwise due to URS, and URS has withheld payments otherwise due Transpo, for the purpose of covering alleged damages. Id. at ¶ 4.

On June 3, 2014, URS filed a Complaint in King County Superior Court, alleging breach of contract, negligence and indemnity claims against Transpo, and seeking damages of not less than $1, 474, 155.77. Dkt. #1. Transpo then removed the action to this Court. Id.

In response to the Complaint, Transpo also asserted a declaratory action counterclaim, which has since been dismissed as duplicative of its affirmative defenses. See Dkt. #17. Transpo now moves for summary judgment, seeking to limit certain damages from potential recovery by URS.


A. Standard of Review

Summary judgment is proper where "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). In ruling on summary judgment, a court does "not weigh the evidence or determine the truth of the matter but only determine[s] whether there is a genuine issue for trial." Crane v. Conoco, Inc., 41 F.3d 547, 549 (9th Cir. 1994) (citing FDIC v. O'Melveny & Myers, 969 F.2d 744, 747 (9th Cir. 1992), rev'd on other grounds, 512 U.S. 79 , 114 S.Ct. 2048, 129 L.Ed.2d 67 (1994)). Material facts are those which might affect the outcome of the suit under governing law. Anderson, 477 U.S. at 248.

The Court must draw all reasonable inferences in favor of the non-moving party. See O'Melveny & Myers, 969 F.2d at 747. However, the nonmoving party must "make a sufficient showing on an essential element of [its] case with respect to which she has the burden of proof" to survive summary judgment. Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). "If a party fails to properly support an assertion of fact or fails to properly address another party's assertion of fact as required by Rule 56(c), the [C]ourt may... consider the fact undisputed for purposes of the motion" or the Court may "grant summary judgment if the motion and supporting materials... show that the movant is entitled to it." Fed.R.Civ.P. 56(e)(2)-(3). Whether to consider the fact undisputed for the purposes of the motion is at the Court's discretion and the Court "may choose not to consider the fact as undisputed, particularly if the [C]ourt knows of record materials that should be grounds for genuine dispute." Fed.R.Civ.P. 56, advisory committee note of 2010. On the other hand, "[t]he mere existence of a scintilla of evidence in support of the plaintiff's position will be insufficient; there must be evidence on which the jury could reasonably find for the plaintiff." Anderson, 477 U.S. at 252.

In the context of a contract dispute, interpretation of a contract is a matter of law properly decided on summary judgment. United States v. King Features Entm't, Inc., 843 F.2d 394, 398 (9th Cir. 1988). Both parties appear to agree that Washington State law applies to this diversity action. See Dkts. #21 at 10 and #23 at 11 ...

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