United States District Court, W.D. Washington, Seattle
ORDER GRANTING IN PART PLAINTIFF'S MOTION FOR
S. LASNIK, UNITED STATES DISTRICT JUDGE
matter comes before the Court on “Plaintiff Wendy
Maguire's Motion for Partial Summary Judgment”
(Dkt. # 13) and defendants' cross-motion for partial
summary judgment (Dkt. # 16). Plaintiff seeks a summary
determination that she is entitled to unpaid wages as
specified in her employment contract, an award of exemplary
damages and attorney's fees under RCW 49.52.070, and
prejudgment interest on the unpaid wages. Defendants seek a
declaration that plaintiff is not entitled to relief under
the contract or RCW 49.52.070 or, in the alternative, a
continuance under Fed.R.Civ.P. 56(d).
judgment is appropriate when, viewing the facts in the light
most favorable to the nonmoving party, there is no genuine
issue of material fact that would preclude the entry of
judgment as a matter of law. The party seeking summary
dismissal of the case “bears the initial responsibility
of informing the district court of the basis for its
motion” (Celotex Corp. v. Catrett, 477 U.S.
317, 323 (1986)) and “citing to particular parts of
materials in the record” that show the absence of a
genuine issue of material fact (Fed. R. Civ. P. 56(c)). Once
the moving party has satisfied its burden, it is entitled to
summary judgment if the non-moving party fails to designate
“specific facts showing that there is a genuine issue
for trial.” Celotex Corp., 477 U.S. at 324.
The Court will “view the evidence in the light most
favorable to the nonmoving party . . . and draw all
reasonable inferences in that party's favor.”
Colony Cove Props., LLC v. City of Carson, 888 F.3d
445, 450 (9th Cir. 2018). Although the Court must reserve for
the trier of fact genuine issues regarding credibility, the
weight of the evidence, and legitimate inferences, the
“mere existence of a scintilla of evidence in support
of the non-moving party's position will be
insufficient” to avoid judgment. City of Pomona v.
SQM N. Am. Corp., 750 F.3d 1036, 1049 (9th Cir. 2014);
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252
(1986). Factual disputes whose resolution would not affect
the outcome of the suit are irrelevant to the consideration
of a motion for summary judgment. S. Cal. Darts Ass'n
v. Zaffina, 762 F.3d 921, 925 (9th Cir. 2014). In other
words, summary judgment should be granted where the nonmoving
party fails to offer evidence from which a reasonable fact
finder could return a verdict in its favor. Singh v. Am.
Honda Fin. Corp., 925 F.3d 1053, 1071 (9th Cir. 2019).
reviewed the memoranda, declarations, and exhibits submitted
by the parties, having heard the arguments of counsel, and
taking the evidence in the light most favorable to
defendants, the Court finds as follows:
21, 2017, plaintiff and Ga-Du Corporation, a wholly-owned
subsidiary of defendant Eco Science Solutions, Inc.
(“ESSI”), entered into an Employment Agreement as
part of ESSI's acquisition of Ga-Du. Plaintiff assumed
the role of Vice President of Business Development and
promised to “devote full business time during ordinary
business hours and such additional time as is required for an
executive position, attention, skill and efforts . . . to the
performance of the duties required by or appropriate for her
Position.” Dkt. # 15-1 at ¶¶ 1-2. In
exchange, ESSI agreed to pay her a base salary of $120, 000
per year, plus stock options and benefits. Id. at
¶ 3. Either party could terminate the agreement, with or
without cause, by giving thirty days' written notice.
Id. at ¶ 9. If the employment terminated
without cause, ESSI agreed to pay all “accrued and
unpaid Salary” plus a “lump sum in cash equal to
the total remaining Salary of the full Employment Term due
under this agreement.” Id. The
“Term” of plaintiff's employment was to be
two years. Id. at ¶ 1. “Cause” was
defined to include such things as termination for “a
substantial and repeated failure to perform, ”
“gross negligence or willful misconduct with respect to
the Company, and/or “failure to achieve mutually agreed
upon performance metrics.” Id. at ¶ 9.
The Employment Agreement contained an integration clause
merging and superseding “all prior and contemporaneous
discussions, agreements and understandings” and
designated Nevada law to govern the construction and
enforcement of its terms. Id. at ¶¶ 14 and
16(a). Changes or modifications to the Employment Agreement
had to be made in a writing signed by both parties.
Id. at ¶ 14. A written modification dated July
30, 2017, amended the stock option provision of the
agreement. Dkt. # 15-4 at 2.
22, 2017, ESSI made clear that neither it nor Ga-Du had the
money to pay the promised salaries and that those who had
been given contracts would have to agree to defer receipt of
compensation until ESSI was able to resume public trading
and/or the company was otherwise generating revenues
sufficient to satisfy the wage obligations. Dkt. # 19 at
¶ 6. ESSI indicated that Ga-Du managers and consultants
would be free to pursue other opportunities and activities to
help offset the shortfall while their compensation was
deferred. Dkt. # 18 at ¶ 11. Plaintiff agreed to this
has produced various email strings between July 2017 and
April 2018 indicating that she was performing work for ESSI
throughout this period. The tasks reflected in these strings
include setting up an ESSI email account, participating in
various meetings, pitching client development opportunities,
coordinating job descriptions and business pipelines, and
designing a trade show booth. Dkt. # 15-5 to 15-9. The
exchanges are sporadic, however, and the Court assumes for
purposes of this motion that they did not require
plaintiff's full-time attention. In January 2018, the
Chief Executive Officer of ESSI, defendant Rountree,
questioned plaintiff's role within the organization,
openly wondering whether she was an employee or an outside
consultant and requesting that whatever role she filled be
communicated to all of the relevant personnel. Dkt. # 15-8 at
2. It is not clear if or how these questions were answered,
but the following month Rountree gave plaintiff the lead in
coordinating ESSI's efforts toward developing “an
attractive and professional forward face to the cannabis
business community” at an upcoming industry expo event.
Dkt. # 15-9 at 2. In early April 2018, plaintiff was working
on establishing an affiliated Colorado entity that could
handle new hemp accounts in that state.
April 29, 2018, plaintiff emailed ESSI requesting payment of
the compensation accrued to date and $10, 000 per month going
forward. Dkt. # 15-10 at 2. No. payments were made.
2018, Rountree and plaintiff discussed the process by which
new Colorado accounts could be opened. Dkt. # 15-11 at 2.
August 2018, plaintiff had her lawyers deliver a demand
letter to Rountree, attaching a proposed complaint for breach
of contract and statutory wage violations. Dkt. # 18-1 at
4-7. That letter prompted a response from defendant Lewis,
wherein he asserted that plaintiff had failed to devote
adequate time and effort to ESSI's business interests,
had engaged in competing activities, had disparaged the
company, and had agreed that her salary could be accrued and
deferred. Dkt. # 18-1 at 9-10. Lewis offered to settle the
dispute by paying “the accrued sums to your client at
such time as [ESSI] receives money to enable it to pay the
accruals to all employees” and threatened to assert
counterclaims if the matter were not settled. Dkt. # 18-1 at
10. In a subsequent letter, Lewis asserted that plaintiff had
indicated that she was working for someone else, thereby
terminating her employment with ESSI. Dkt. # 18-1 at 15.
Plaintiff filed her complaint on August 31, 2019.
September, Rountree and plaintiff were again discussing
business development opportunities for Ga-Du and ESSI. On
September 25, 2018, plaintiff wrote:
Thank you for the call today. It's great to have a focus
and get to work on the Washington, Oregon opportunities.
I'll prepare and provide an outline of project
parameters. Is fundraising an option? We had a PPM at play at
one point. I'd like to get things moving here. It's
been sitting too long without clear action.
As the VP of Business Development representing Ga-Du
Financial Services, I'd like to get your approval on my
proposal before I get things ...