United States District Court, District of Colorado
ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S EARLY MOTION FOR PARTIAL SUMMARY JUDGMENT
William J. Martínez Judge
Before the Court is Defendant’s Early Motion for Partial Summary Judgment (“Motion”). (ECF No. 20.) For the reasons set forth below, the Motion is granted in part, and denied in part.
Plaintiff alleges that it entered into a distribution agreement (“the Agreement”) with Defendant, under which it agreed to act as a sales representative for Defendant’s products. (ECF No. 1 at 4.) The Agreement specifies what accounts and sales territories Plaintiff is to handle, and a host of other details governing the relationship between the parties. (See generally ECF No. 22.) Plaintiff filed the instant action on January 21, 2014, following Defendant’s alleged breach of the Agreement. On April 24, 2014, Defendant filed its Motion requesting dismissal of Plaintiff’s claims for fraud, conversion, and interference with business relations. (ECF No. 20). The Court discusses each claim below.
II. LEGAL STANDARD
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(a); 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 regarding a material fact depends upon whether the evidence presents a sufficient disagreement as 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); 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, and 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 examine the facts in the light most favorable to the nonmoving party, and resolve factual ambiguities against the moving party. Houston v. Nat’l Gen. Ins. Co., 817 F.2d 83, 85 (10th Cir. 1987). The summary judgment standard thus favors a right to trial. See id.
A. Choice of Law
The Court must first determine what law applies to the resolution of Plaintiff’s claims. Federal courts sitting in diversity apply the forum state’s choice of law principles. U.S. Aviation Underwriters, Inc. v. Pilatus Bus. Aircraft, Ltd., 582 F.3d 1131, 1143 (10th Cir. 2009). Colorado courts “apply the law chosen by the parties unless there is no reasonable basis for their choice or unless applying the chosen state’s law would be contrary to the fundamental policy of the state whose law would otherwise govern.” Target Corp. v. Prestige Maint. USA, Ltd., 2013 WL 363324, at *2 (Colo.App. Jan. 31, 2013) (citing Hansen v. GAB Bus. Services, Inc., 876 P.2d 112, 113 (Colo.App. 1994)). Here, the Agreement includes a choice of law provision that states “[t]he laws of the State of Minnesota shall govern [the] Agreement in all respects.” (ECF No. 22 at 14.) However, this provision only applies to Plaintiff’s breach of contract claim, not its tort claims. See Galena St. Fund, L.P. v. Wells Fargo Bank, N.A., 2013 WL 2114372, at *5 (D. Colo. May 15, 2013) (unpublished) (“Tort claims . . . do not arise out of a contract”) (citing Cagle v. The James St. Group, 400 F. App’x 348, 356 (10th Cir. 2010). The Court must therefore look elsewhere in Colorado’s choice of law provisions for the law applicable to Plaintiff’s tort claims. See U.S. Aviation, 582 F.3d at 1143. Colorado courts use the “most significant relationship” test to resolve choice of law issues in tort actions. AE, Inc. v. Goodyear Tire & Rubber Co., 168 P.3d 507, 510 (Colo. 2007). Colorado’s choice of law principles consider “the needs of the interstate and international systems, the relevant policies of the forum and other interested states, protection of justified expectations, the basic policies underlying the particular field of law, predictability and uniformity of result, and ease of determination and application of the law to be applied.” Id. (citing Restatement (Second) of Conflict of Laws § 6 (1971)). In applying these general principles, the Court is to consider (1) the place of injury; (2) the place where the injury-causing conduct occurred; (3) the parties’ residence, place of incorporation, and place of business; and (4) the place where the relationship, if any, between the parties is centered. Id. (citing Restatement (Second) of Conflict of Laws § 145 (1971)).
First, the Court cannot determine a single place of Plaintiff’s injury with respect to any of its tort claims. Plaintiff’s sales territories specified in the Agreement include Pennsylvania, Maryland, Delaware, Barbados, and Trinidad. (ECF Nos. 1 at 4 & ECF No. 22 at 17-18.) Yet Plaintiff does not allege it sustained harm in any particular territory; rather, Plaintiff only alleges it sustained harm generally. The Court therefore accords this factor no weight, as the place of injury in this case “bears little relation to the occurrence and the parties with respect to the particular issue.” Restatement (Second) of Conflict of Laws § 145 cmt. e (1971).
Second, the Court cannot determine with certainty where the injury-causing conduct occurred. Neither party alleges that Defendant’s alleged tortious actions occurred in any specific state. However, Defendant avers it was headquartered in Minnesota from the time of the contract through early 2013. (ECF No. 32 at 4.) As the Agreement had an effective date of August 1, 2009, the Court infers that the majority of Defendant’s alleged injury-causing conduct occurred in Minnesota.
Third, in its Complaint, Plaintiff states that its principal place of business is in Pennsylvania, and that Defendant is incorporated in Delaware with its principal place of business in Colorado. (ECF No. 1 at 1.) That “one of the parties is domiciled or does business in a given state will usually carry little weight of itself.” Restatement (Second) of Conflict of Laws § 145 cmt. e (1971). None of these states appears to hold any significance with respect to the Plaintiff’s injuries or Defendant’s actions. The Court concludes that this factor is entitled no weight.
Fourth, the parties’ relationship was arguably centered in Minnesota, where Defendant was based and the contract was likely drafted. (See ECF No. 31-1 at 1.) The parties also agreed to a Minnesota choice of law provision in the Agreement. (ECF No. 22 at 14.) While the provision is not dispositive of the Court’s choice of law analysis with regard to Plaintiff’s tort claims, it nonetheless reveals the parties’ mutual understanding that their relationship would be centered, to some not insubstantial degree, in ...