Gorsuch, Ltd., B.C. v. Wells Fargo National Bank Ass'n
771 F.3d 1230
| 10th Cir. | 2014Background
- Wells Fargo extended a $14 million line of credit to Gorsuch, Ltd. in 2008.
- Gorsuch, Ltd. and the Gorsuch Entities signed the Credit Agreement with a No Third Party Beneficiaries provision (NTPB).
- Gorsuch, Ltd. notified Wells Fargo of weakened sales in Jan 2009; credit access was suspended later that month.
- In 2011 the district court dismissed Gorsuch Entities’ third-party beneficiary claims and stayed/arbitration proceeded for Gorsuch, Ltd.
- Gorsuch Cooper and Aspen moved to amend in 2013; the court denied due to lack of good cause/time deadline.
- This court affirmed the district court’s dismissal of the Gorsuch Entities and denial of the amendment requests.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NTPB bars third-party beneficiary claims | Gorsuch Entities were intended beneficiaries | NTPB precludes third-party beneficiaries | NTPB bars the claims |
| Whether Gorsuch Cooper was a permitted assignee | Gorsuch Cooper was an assignee under the Credit Agreement | Non-assignment clauses preclude assignment; no written consent shown | Not a permitted assignee; subject to NTPB |
| Whether the district court properly denied leave to amend after deadline | Good cause existed due to economic loss rule and timing | No good cause; delay improper after deadline | District court did not abuse its discretion; denial affirmed |
Key Cases Cited
- Parrish Chiropractic Ctrs., P.C. v. Progressive Cas. Ins. Co., 874 P.2d 1049 (Colo. 1994) (validity of non-assignment clauses recognized)
- Town of Alma v. Azco Constr., Inc., 10 P.3d 1256 (Colo. 2000) (economic loss rule governs contract-based damages)
- Minter v. Prime Equip. Co., 451 F.3d 1196 (10th Cir. 2006) (good cause standard for post-deadline amendments discussed)
- Parr v. Triple L & J Corp., 107 P.3d 1104 (Colo. App. 2004) (economic loss rule applied to third-party beneficiaries)
- Diamond Castle Partners IV PRC, L.P. v. IAC/InterActiveCorp, 82 A.D.3d 421 (N.Y. App. Div. 2011) (distinguishes boilerplate NTPB provisions from broader rights)