United States District Court, D. Colorado
ORDER GRANTING DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT
WILLIAM J. MARTINEZ, District Judge.
Plaintiff Mastertech Services, Inc. ("Plaintiff") brings this action against NAES Corporation ("Defendant"). Before the Court is Defendant's Motion for Partial Summary Judgment (the "Motion"). (ECF No. 39.) For the following reasons, the Motion is granted.
Plaintiff is a building contractor that builds field-erected industrial cooling towers around the United States. (ECF No. 3 ¶ 1.) Defendant outsources its employees to work with businesses such as Plaintiff. ( Id. ¶ 2.)
In June 2011, Plaintiff and Defendant entered into a Contract for Staffing Services (the "Contract") in which Defendant provided temporary workers to work on Plaintiff's project sites. (ECF No. 39-1.) The Contract provided that Texas law shall apply. ( Id. ¶ 17.) The Contract also provided that Defendant was required to maintain workers' compensation coverage. (ECF No. 39-1 ¶ 8.)
On April 27, 2012, two of Defendant's employees were involved in an automobile accident while driving one of Plaintiff's vehicles (the "Accident"). (ECF Nos. 43-6 ¶ 4, 43 at 2.) Defendants' employees submitted workers' compensation claims to Defendant. (ECF No. 43-4 at P-15.) Although Defendant's third-party administrator, ESIS, began to administer the claims, ESIS ultimately denied the claims. (ECF No. 44 at 4.) The employees subsequently filed workers' compensation lawsuits against Plaintiff in Arkansas. (ECF Nos. 43 at 7, 43-6 ¶¶ 3-4.) Defendant has refused to defend or indemnify Plaintiff from the workers' compensation claims and the pending litigation in Arkansas. ( Id . ¶ 19.)
On these facts, Plaintiff filed this action against Defendant on August 14, 2013. (ECF No 3.) Plaintiff alleges six claims for relief: (1) declaratory judgment; (2) fraudulent inducement and intentional misrepresentation; (3) negligent misrepresentation; (4) breach of contract; (5) breach of duty of good faith and fair dealing; and (6) indemnification. ( Id. ¶¶ 48-74.) Defendant answered the Complaint on November 21, 2012, and asserted counterclaims against Plaintiff and Cooling Tower Depot, Inc. ("Counterclaim-Defendant"), Plaintiff's parent company and alleged alter ego. (ECF No. At 16-27.)
On August 14, 2013, Defendant filed a Motion for Partial Summary Judgment on Plaintiff's fifth claim (breach of good faith and fair dealing) and sixth claim (indemnification). (ECF No. 39.) On September 4, 2013, Plaintiff and Counterclaim-Defendant filed a joint Response to Defendant's Motion. (ECF No. 43.) On September 18, 2013, Defendant filed its Reply Brief in Support of its Motion. (ECF No. 44.) On September 30, 2013, Plaintiff and Counterclaim-Defendant filed a joint Response to Defendant's Additional Material Facts. (ECF No. 45.)
The Motion is now ripe for resolution.
II. STANDARD OF REVIEW
Summary judgment is appropriate only if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Henderson v. Inter-Chem Coal Co., Inc., 41 F.3d 567, 569 (10th Cir. 1994). Whether there is a genuine dispute as to a material fact depends upon whether the evidence presents a sufficient disagreement to require submission to a jury or conversely, is so one-sided that one party must prevail as a matter of law. Anderson v. Liberty Lobby, 477 U.S. 242, 248-49 (1986); Stone v. Autoliv ASP, Inc., 210 F.3d 1132 (10th Cir. 2000); Carey v. U.S. Postal Serv., 812 F.2d 621, 623 (10th Cir. 1987).
A fact is "material" if it pertains to an element of a claim or defense; a factual dispute is "genuine" if the evidence is so contradictory that if the matter went to trial, a reasonable party could return a verdict for either party. Anderson, 477 U.S. at 248. The Court must resolve factual ambiguities against the moving party, thus favoring the right to a trial. Houston v. Nat'l Gen. Ins. Co., 817 F.2d 83, 85 (10th Cir. 1987).
Defendant moves for summary judgment on Plaintiff's claims for breach of duty of good faith and fair dealing and indemnification. (ECF No. 39 at 1.) The parties agree that, for purposes of ...