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Capitol Pros, Inc. v. Vadata, Inc

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

July 12, 2018

CAPITOL PROS, INC., Plaintiff,
VADATA INC. f/k/a. AMAZON.COM, Defendant.



         This matter comes before the Court on Defendant's motion for summary judgment (Dkt. No. 24). Having thoroughly considered the parties' briefing and the relevant record, the Court finds oral argument unnecessary and GRANTS the motion for the reasons explained herein.

         I. BACKGROUND

         The Court has described this case in detail in a prior order (Dkt. No. 22) and will provide only a brief summary here.

         Plaintiff Capitol Pros, Inc., a commercial cleaning company, provided cleaning services to Defendant Vadata, Inc., a division of, at its Virginia location between 2005 and 2013. (Dkt. No. 1 at 2.) A 2008 Master Services Agreement (“MSA”) governed the parties' relationship and included a limitation of liabilities clause foreclosing either party from collecting consequential damages, including lost profits or lost opportunities, or punitive damages. (Dkt. No. 1-2 at 6.) The MSA also required the parties to contract for specific work through work orders incorporated into the MSA. (Dkt. No. 1 at 2.) The 2013 Work Order is the most recent work order signed by the parties and it expired on December 31, 2013. (Dkt. No. 1-3 at 10.)

         Plaintiff alleges that starting in July 2011 Ryan Maheepat, Defendant's representative managing the parties' contractual relationship, began forcing Plaintiff to hire his parents and friends. (Dkt. No. 1 at 4-5.) Plaintiff asserts that these workers were “unproductive and unprofessional” and demanded a number of hiring irregularities-including refusing to sign non-compete agreements. (Id. at 5.) In January 2013, Plaintiff also discovered these employees were simultaneously working for a competitor, Barnard Building Services (“BBS”). (Id.) Around the same time, the parties finalized a work order adding building IAD15 to the contract. (Id. at 6.) However, before Plaintiff could begin work on the order, Defendant reported that it had given BBS the contract for the IAD15 building. (Id.) Plaintiff continued working on the remainder of the contract, but Defendant declined to issue new work orders after the 2013 Work Order expired. (Id.)

         Plaintiff sued Defendant for breach of contract and violation of the Washington Consumer Protection Act (“WCPA”) based on Defendant's interference with Plaintiff's employees, the loss of the IAD15 building, and other conduct outlined in the Court's prior order. (Dkt. No. 22). The Court previously dismissed the WCPA claim. (Id.) Defendant now moves for summary judgment on the remaining breach of contract claim, arguing that Plaintiff is not entitled to damages because the contract was paid in full. (Dkt. No. 24.)


         A. Legal Standard

         The Court shall grant summary judgment if the moving party shows there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(a). In making this determination, the Court must view the facts and justifiable inferences to be drawn therefrom in the light most favorable to the nonmoving party. Anderson v. Liberty Lobby, 477 U.S. 242, 255 (1986). Once a motion for summary judgment is properly made and supported, the opposing party must present specific facts showing that there is a genuine issue for trial. Fed.R.Civ.P. 56(e); Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). Summary judgment is appropriate against a party who “fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986).

         B. Analysis

         To prove a breach of contract claim, a plaintiff must show “(1) a contract that imposed a duty, (2) breach of that duty, and (3) an economic loss as a result of the breach.” Myers v. State, 218 P.3d 241, 243 (2009). “[I]t is not enough for a plaintiff to show that a breach occurred. A plaintiff must also establish the damages resulting from the breach with a reasonable degree of certainty.” Chamberlain Grp. Inc. v. Nassimi, No. C09-5438-BHS, slip op. at 4 (W.D. Wash. Oct. 25, 2010). If Plaintiff cannot “establish damages, ” the Court need not address the other two elements of the contract claim: duty and breach. See id.; Myers, 218 P.3d at 243.

         Both parties agree that contract “damages are ordinarily based on the injured parties' expectation interest”; therefore, the Court will assess whether Plaintiff can “establish the existence” of expectation damages. Compare Dkt. No. 24 at 8, with Dkt. No. 26 at 7; see Celotex, 477 U.S. at 324. Expectation damages are “intended to give [the injured] party the benefit of the bargain by awarding him or her a sum of money that will, to the extent possible, put the injured party in as good a position as that party would have been in had the contract been performed.” Mason, 792 P.2d at 146.

         The Court finds that Plaintiff is not entitled to expectation damages because Defendant reimbursed Plaintiff in full for all of the money owed under the contract. The 2013 Work Order stipulates that Defendant pay Plaintiff $828, 396 for work in 2013. (Dkt. No. 24 at 7.) Defendant paid Plaintiff $849, 231.71. (Id.) Therefore, the contract was materially performed, so there is no amount of damages required to “put the injured ...

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