38 F.4th 1183
10th Cir.
2022
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Background

  • GMW (GeoMetWatch) formed to commercialize high-resolution weather data using a GIFTS/STORM sensor developed with USURF/AWSF and sought AsiaSat payload hosting and EXIM financing; GMW failed to meet conditions (a backstop guarantee and a Convertible Note) required by the AsiaSat Cooperation Agreement.
  • GMW entered Build Agreements with AWSF requiring large milestone payments; GMW did not make the $5.38M January 6, 2014 payment and AWSF terminated the contracts after a 30‑day cure period.
  • After GMW’s inability to satisfy AsiaSat conditions and its payment defaults, Hall (and related defendants) met with AsiaSat and later formed Tempus; GMW alleges defendants stole trade secrets and lured AsiaSat away, causing GMW’s business failure.
  • GMW sued multiple defendants on contract, trade‑secret, tort, Lanham Act, unjust enrichment, and related theories; defendants moved for summary judgment.
  • The district court granted summary judgment to the Hall Defendants largely because GMW failed to present non‑speculative, probative evidence linking defendants’ conduct to GMW’s alleged lost profits; it also held USURF/AWSF (and Mr. Roberts) immune under the Utah Governmental Immunity Act and awarded AWSF limited reliance damages on its counterclaim.
  • On appeal, the Tenth Circuit affirmed: finding GMW’s causation evidence speculative or waived, upholding UGIA immunity for USURF/AWSF, and affirming the limited award to AWSF while rejecting GMW’s affirmative defenses.

Issues

Issue Plaintiff's Argument Defendant's Argument Held
Whether summary judgment was improper for lack of non‑speculative causation GMW: defendants stole trade secrets and induced AsiaSat/AWSF to abandon GMW; expert and documentary evidence create fact issues Defs: record shows GMW failed to satisfy contract conditions before defendants’ involvement; causation evidence is speculative or irrelevant Court: Affirmed. GMW failed to produce admissible, non‑speculative evidence tying defendants’ conduct to lost profits; many arguments waived.
Whether USURF, AWSF, and Roberts are immune under the Utah Governmental Immunity Act (UGIA) GMW: USURF/AWSF are commercial entities, not state instrumentalities, so UGIA does not apply Defs: USURF/AWSF are instrumentalities of Utah State University and carry out university functions; UGIA applies Court: Affirmed. Under Utah Supreme Court guidance, USURF and AWSF are instrumentalities of the state; UGIA bars many state‑law claims and Roberts is immune for acts within scope.
Whether district court erred in partial summary judgment awarding AWSF reliance damages on counterclaim and rejecting GMW defenses (fraudulent inducement, prior breach, offset, contractual damage limits) GMW: AWSF misrepresented it would extend deadlines, first breached, offsets and contractual limits bar recovery AWSF: expenditures are reliance damages; no evidence AWSF intended fraud or first‑breach; offset already accounted for; damages not barred Court: Affirmed. No evidentiary support for fraudulent‑inducement or first‑breach; $39,030.44 awarded as reliance (start‑up) expenses; offset/contract limit arguments unavailing or waived.
Whether sealing motions should be granted for appellate filings GMW: record contains sensitive trade‑secret/confidential material meriting seal Defs: opposed but asked sealing if GMW prevailed Court: Denied. Movants failed to meet heavy burden to overcome public‑access presumption and did not show redaction infeasible.

Key Cases Cited

  • Mahmood v. Ross, 990 P.2d 933 (Utah 1999) (speculation cannot substitute for proof of causation; causation may be decided as a matter of law where proximate cause is left to conjecture)
  • Kilpatrick v. Wiley, Rein & Fielding, 37 P.3d 1130 (Utah 2001) (start‑up firms get some leeway on proving lost profits but must still establish causation)
  • GeoMetWatch Corp. v. Utah State Univ. Research Found., 428 P.3d 1064 (Utah 2018) (state court guidance on whether entities like USURF/AWSF are state instrumentalities under Utah law)
  • Hasan v. AIG Prop. Cas. Co., 935 F.3d 1092 (10th Cir. 2019) (at summary judgment, unsubstantiated allegations and speculation carry no probative weight)
  • Pioneer Ctrs. Holding Co. Emp. Stock Own. Plan v. Alerus Fin., N.A., 858 F.3d 1324 (10th Cir. 2017) (inferences that require speculation are unreasonable and insufficient to defeat summary judgment)
  • Clinger v. N.M. Highlands Univ., Bd. of Regents, 215 F.3d 1162 (10th Cir. 2000) (movant’s initial burden to show absence of evidence and nonmovant’s duty to identify specific facts creating a genuine dispute)
  • Daubert v. Merrell Dow Pharm., Inc., 509 U.S. 579 (1993) (trial court’s gatekeeping role over expert testimony admissibility)
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