United States District Court, W.D. Oklahoma
TIMOTHY D. DeGIUSTI, UNITED STATES DISTRICT JUDGE
the Court is Defendant's Motion for Summary Judgment
[Doc. No. 28] filed pursuant to Fed.R.Civ.P. 56. Defendant
seeks judgment as a matter of law regarding Plaintiff's
breach of contract and unjust enrichment claims. Plaintiff
has responded in opposition [Doc. No. 46], and Defendant has
replied [Doc. No. 48]. For the reasons set forth below, the
Court denies Defendant's Motion.
29, 2009, Plaintiff (“Valley View”) and Defendant
(“PCOM”) entered into a contract
(“Contract”) originally proposed by Valley View,
but revised and finalized by PCOM. See Mot. [Doc.
No. 28] at 3-4; Resp. [Doc. No. 46] at 2. The Contract
involves pre-construction design and engineering
services for an oil mill that was to be located at
2500 S. Council Rd. in Oklahoma City, Oklahoma
(“Project”). Contract [Doc. No. 1-1] at 1. The
“Terms of payment” provision detailed the
Valley View Agri, Inc. agrees to provide all of the design
and engineering services described herein for the actual
costs incurred, not to exceed, under any condition
whatsoever, the sum of Seven Hundred and Thirty-one Thousand
and One Hundred Dollars ($731, 100.00).
Valley View Agri, Inc. further agrees no payment shall be due
and owed by PCOM for the design and engineering services
provided by Valley View Agri, Inc. until PCOM has received
all bids submitted for the construction of the Project and
PCOM has made its determination of which bidder it will
retain to perform construction of the Project. If Valley View
Agri, Inc. is the bidder chosen by PCOM for the contract for
construction of the Project, then no payment shall be
required for the engineering and design services performed by
Valley View Agri, Inc. and which are described herein.
However, should the contract for construction of the Project
be awarded to a bidder or contractor other than Valley View
Agri, Inc., then Valley View Agri, Inc. shall submit its
invoice for the actual costs incurred for the design and
engineering services provided to PCOM and described herein,
not to exceed, under any condition whatsoever, the sum of
Seven Hundred and Thirty-one Thousand One Hundred Dollars
($731, 100.00). PCOM's payment of the invoice in full
shall be due on or before [f]orty-five (45) days from date of
Id. at 2. Valley View completed its design and
engineering work as specified in the Contract, with the
following requested modifications: “(1) changed from 20
meal-pellet tanks to 9 meal-pellet tanks, (2) added aeration
to 2 of the 105' diameter tanks, (3) added aeration to
all nine of the meal-tanks, (4) eliminated the 4 - 60, 000
bushel day storage tanks and replaced them with one small
surge tank (approximately 20, 000 bushels) for surge into the
plant.” Resp. [Doc. No. 46] at 18; Email [Doc. No.
46-22] at 1. PCOM's requested modifications
“represented major changes to the design of the Project
and required [Valley View] to perform extensive redesign
work.” Compl. [Doc. No. 1] at 6. PCOM abandoned the
Project prior to bidding it out. Mot. [Doc. No. 28] at 6;
Resp. [Doc. No. 46] at 18. To date, Valley View has received
no payment for its services.
View brought suit on November 23, 2015, alleging breach of
contract and unjust enrichment, and asserting its services -
including all requested modifications - amount to $1, 234,
068. Compl. [Doc. No. 1] at 1; Invoice [Doc. No. 1-2] at 1.
PCOM moved for summary judgment on July 28, 2016, contending
that the “Contract simply provides no right of
payment” to Valley View, and that it precludes Valley
View's ability to sue for unjust enrichment. See
Mot. [Doc. No. 28] at 2.
shall grant summary judgment only when the undisputed
material facts establish that “the movant is entitled
to judgment as a matter of law.” Fed.R.Civ.P. 56(a);
Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986);
McKinzy v. Union Pacific R.R., 349 F.App'x 303,
305 (10th Cir. 2009) (finding that even if all facts are
deemed admitted, “the district court still has to
determine whether . . . the movant is entitled to judgment as
a matter of law”) (citing Murray v. City of
Tahlequah, 312 F.3d 1196, 1200 (10th Cir. 2002)). In
applying this standard, all facts and reasonable inferences
must be viewed in the light most favorable to the nonmoving
party. Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 248 (1986).
requires, and Valley View has pled, three elements for breach
of contract: (1) the formation of a contract; (2) a breach
thereof; and (3) actual damages suffered from the breach.
See Digital Design Grp., Inc. v. Info. Builders,
Inc., 24 P.3d 834, 844 (Okla. 2001); Compl. [Doc. No. 1]
at 4, 8. The parties raise no challenge regarding formation
of the Contract, therefore the Court finds this element
established. Determining whether a breach has occurred,
however, initially requires the Court to interpret the
contract as a whole, which presents a question of law.
See Edwards v. Doe, 331 F.App'x 563, 571 (10th
Cir. 2009) (unpublished opinion) (“Under Oklahoma law,
the interpretation of a contract is a question of
law.”) (citing May v. Mid-Century Ins. Co.,
151 P.3d 132, 140 (Okla. 2006)).
Oklahoma statutory rules of construction establish the
following: the language of a contract governs its
interpretation, if the language is clear and explicit and
does not involve an absurdity (Okla. Stat. tit. 15, §
154); a contract is to be taken as a whole, giving effect to
every part if reasonably practicable, each clause helping to
interpret the others (Okla. Stat. tit. 15, §
157); a contract must receive such an
interpretation as will make it operative, definite,
reasonable, and capable of being carried into effect (Okla.
Stat. tit. 15, § 159); words of a contract are to be
given their ordinary and popular meaning (Okla. Stat. tit.
15, § 160); and a contract may be explained by reference
to the circumstances under which it was made, and the matter
to which it relates (Okla. Stat. tit. 15, § 163).
the “Terms of payment” provision in the Contract
covers two payment scenarios: (1) Valley View “is the
bidder chosen by PCOM for the contract for the construction
of the Project, ” or (2) “the contract for
construction of the Project [is] awarded to a bidder or
contractor other than Valley View.” Contract [Doc. No.
1-1] at 2. The express language of the Contract contemplates
that, if Valley View is selected to construct the project,
PCOM will not have to pay Valley View for its design and
engineering services. The Contract fails to address payment
in the event PCOM abandons the Project prior to bidding it
PCOM argues that the ...