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LaFondFX, Inc. v. Kopelman

United States District Court, D. Colorado

March 2, 2017

LaFONDFX, INC., Plaintiff,


          R. Brooke Jackson, United States District Judge

         This matter is before the Court on three pending motions that are fully briefed and ripe for review: (1) defendants' motion for bond, ECF No. 38; (2) defendants' motion for partial summary judgment and determination of question of law, ECF No. 40; and (3) a motion for summary judgment filed by defendant Karine Kopelman, ECF No. 41. For the reasons below, the Court GRANTS all three motions.

         I. FACTS

         In the summer of 2014 defendant Steve Kopelman, a producer of haunted house attractions in Arizona and Illinois, hired plaintiff LaFondFX, Inc. (“LFX”), a Colorado company run by Louis LaFond, to build haunted houses for his business to use during the upcoming Halloween season. See Compl., ECF No. 2 at 3 (¶9). The parties agree that an unsigned August 29, 2014 Work Agreement governed their rights and obligations under this deal.[1] See ECF No. 46 at ¶2; ECF No. 56 at ¶3.

         Briefly summarized, that Agreement required plaintiff to build three “haunts” in exchange for $156, 177.00 to be paid by defendants to LFX in installments.[2] ECF No. 56-1 at 3 (August 29, 2014 Work Agreement). LFX would also receive compensation to offset its labor costs and the cost to ship the completed haunts to defendants. Id. Furthermore, by the terms of the Agreement, Mr. LaFond himself was also specifically and individually promised $40, 000.00 to be paid by defendants in four equal weekly payments. Id. at 4.

         The Agreement likewise set out the parties' rights and obligations should the other party breach the contract or terminate it early. For instance, if plaintiff prematurely terminated the Agreement, it forfeited any remaining fees described above that defendants owed to it at that time. Id. at 2. It would also be required to pay back any money defendants had thus far furnished. Id. If defendants terminated early, plaintiff was promised that it would receive back the haunts within ten days. Id. The contract also specified that if defendant was late with any payments that it “owed LFX[, ]” it would be charged an annual interest rate of 36% on those delinquent payments. Id. at 4. Finally, the parties agreed that Colorado law would govern how the contract was to be construed, interpreted, and applied. Id.

         Plaintiff subsequently completed construction on these three “haunts” and shipped them to Mr. Kopelman in August of 2014. See ECF No. 2 at 4-5 (¶¶17-19). In this action, plaintiff asserts that while defendants have paid some of the money they owe per the parties' Agreement, defendants have thus far failed to pay plaintiff the full amount under the parties' contract. See ECF No. 2 at 4 (¶16). Plaintiff also alleges, among other things, that defendants terminated that agreement early. See Id. at 8-9 (¶¶44, 52, 56).

         Procedural History

         On September 4, 2015 plaintiff filed suit against defendants in Arizona state court to recover these allegedly unpaid amounts. See generally Id. In its complaint, plaintiff asserted four claims for relief: (1) a claim for breach of the parties' contract; (2) a claim for specific performance; (3) a claim for declaratory judgment that defendants breached and/or terminated the Agreement; and (4) a claim for unjust enrichment. Id. at 8-10 (¶¶42-64). It also sought a temporary restraining order (“TRO”) to prohibit defendants from moving the haunts outside the state of Arizona during the pendency of this lawsuit. Id. at 48-60 (plaintiff's motion for a TRO).

         After a hearing on the TRO, the Arizona state court issued that order on August 18, 2015. See id at 95-97 (TRO order). It subsequently prohibited defendants from moving the haunts, but required at the same time that plaintiff post a $10, 000.00 bond to insure against defendants' potential lost profits as a result of the TRO. See Id. The Court nevertheless explained in its order that “if [defendants] post[ed] a bond in the amount of $40, 000.00 . . . to remain in place until the matter is resolved or an order issued releasing such bond, then this restraining order shall be deemed satisfied and the property may be removed from the State of Arizona.” Id. at 96. Although plaintiff never posted its $10, 000.00 bond, defendants subsequently posted a $40, 000.00 bond and removed the haunts from Arizona. See id. at 103 (bond receipt).

         Defendants subsequently removed the case to the District of Arizona, which then transferred it to this Court given the parties' choice of law provision within their Agreement. See ECF No. 1 at 1. On June 1, 2016 defendants answered plaintiff's complaint. ECF No. 15. As part of that answer, defendants asserted a counterclaim against LFX for breach of the Agreement for allegedly constructing haunts that were, among other things, unsafe and of poor quality.[3]See Id. at 8. Mr. Kopelman subsequently amended that counterclaim on September 2, 2016. ECF No. 47.

         Four days later on September 6, 2016 defendants filed a motion for bond to compel plaintiff to pay the $10, 000.00 bond it allegedly never posted under the Arizona state court TRO. ECF No. 38. That same day, defendants filed a motion for partial summary judgment and determination of question of law, asserting that plaintiff's claim for unjust enrichment fails as a matter of law and seeking a ruling by this Court that the interest rate provision within the parties' Agreement does not apply to the contract provision promising $40, 000.00 to Mr. LaFond individually. ECF No. 40. The next day, Mrs. Karine Kopelman, Mr. Kopelman's wife, filed a motion for summary judgment. ECF No. 41. Although the parties have subsequently filed numerous additional motions, see, e.g., ECF Nos. 74-75, 86, these three motions are the only motions that are ripe for review at this time.


         The Court may grant summary judgment if “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). The moving party has the burden to show that there is an absence of evidence to support the nonmoving party's case. Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986). The nonmoving party must “designate specific facts showing that there is a genuine issue for trial.” Id. at 324. A fact is material “if under the substantive law it is essential to the proper disposition of the claim.” Adler v. Wal-Mart Stores, Inc., 144 F.3d 664, 670 (10th Cir. 1998). A material fact is genuine if “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The Court ...

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