United States District Court, W.D. Washington, Seattle
ORDER DENYING MOTION TO DISMISS CONSEQUENTIAL DAMAGES
C. COUGHENOUR UNITED STATES DISTRICT JUDGE.
matter comes before the Court on the motion to dismiss by
Defendant Canon Solutions America, Inc. (Dkt. No. 35). Having
thoroughly considered the parties' briefing and the
relevant record, the Court finds oral argument unnecessary
and hereby DENIES the motion for the reasons explained
background of this case was addressed in the Court's
order on Canon's motion for judgment on the pleadings
(Dkt. No. 32), and it will not be rehearsed in detail here.
Court denied Canon's motion as to Plaintiff Premera Blue
Cross's negligent misrepresentation claim, reasoning that
if, “as Premera alleges, Canon was aware the MICR toner
would not meet Premera's needs but actively concealed
that fact to induce Premera to purchase the equipment,
Premera has identified a duty that arose independently of the
contract and its claim may be maintained.” (Dkt. No. 32
Court further noted that, under the parties' Agreement,
“NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT [OR
IN] TORT[, FOR] CONSEQUENTIAL DAMAGES.” (Id.
at 8) (see also Dkt. No. 3-1 at 5). Accordingly, the
Court dismissed Premera's request for consequential
damages as to its contractual claims, but granted Premera
leave to amend its complaint because Premera had not alleged
that the exclusion was unconscionable or that the limitation
on remedies failed of its essential purpose. (Dkt. No. 32 at
amended complaint, Premera did not renew its request for
consequential damages as to its claims under the Agreement.
(See Dkt. No. 34 at 6-7.) However, it did request
consequential damages with respect to its misrepresentation
claim, alleging that it is entitled to such damages “as
a matter of Washington law and independent of the
Agreement.” (Id. at 7.)
now moves to dismiss the consequential damages claim under
Federal Rule of Civil Procedure 12(b)(6). (Dkt. No. 35 at
Rule 12(b)(6) Standard
defendant may move for dismissal when a plaintiff
“fails to state a claim upon which relief can be
granted.” Fed.R.Civ.P. 12(b)(6). On a Rule 12(b)(6)
motion to dismiss, the Court accepts all factual allegations
in the complaint as true and construes them in the light most
favorable to the non-moving party. Vasquez v. L.A.
Cty., 487 F.3d 1246, 1249 (9th Cir. 2007).
“Dismissal for failure to state a claim is appropriate
only if it appears beyond doubt that the non-moving party can
prove no set of facts in support of his claim which would
entitle him to relief.” Id. (internal quotes
argues that Premera's consequential damages claim must be
dismissed because the parties expressly waived any right to
recover such damages under their Agreement. (Dkt. No. 35 at
6.) Premera opposes Canon's motion, asserting that
“[c]ourts have consistently held that, where the
plaintiff asserts that it was induced through fraud or
misrepresentation to enter a contract, the defendant cannot
invoke that same challenged contract as a defense to the
plaintiff's consequential damages claim.” (Dkt. No.
36 at 2.)
Court agrees with Premera. As the Court has already
concluded, Premera's negligent misrepresentation claim is
independent from the Agreement and is governed by Washington
law. (Dkt. No. 32 at 6 n.3, 8.) The thrust of Premera's
negligent misrepresentation claim is that it was fraudulently
induced to enter into the Agreement. “‘If a
party's manifestation of assent is induced by either a
fraudulent or a material misrepresentation by the other party
upon which the recipient is justified in relying, the
contract is voidable by the recipient.'” Yakima
Cty. ( W.Valley) Fire Prot. Dist. No. 12 v. City of
Yakima, 858 P.2d 245, 255-56 (Wash. 1993) (quoting
Restatement (Second) of Contract § 164(1) (Am. Law Inst.
1981)). In other words, if Premera prevails on its ...