Kaiser Silverman Global, LLC v. Word of God Fellowship, Inc.
1:12-cv-02623
D. Colo.Feb 28, 2014Background
- KSG (plaintiff) brokered life-settlement deals; Daystar (defendant) purchased a policy (Wahab) after signing a Purchaser Representative / Purchaser Agreement that included confidentiality, non-circumvention, fee (Exhibit A), and remedies provisions.
- KSG later sent Daystar an Executive Summary with confidential medical and identifying information for a different insured (Hassan). No separate fee Exhibit was executed for the Hassan Policy.
- Daystar forwarded the Hassan Executive Summary and KSG’s responses to another broker (Greg Harper) and ultimately purchased the Hassan Policy through Harper, paying Harper a commission but not KSG.
- KSG sued for breach of contract (various provisions), promissory estoppel, and quantum meruit; parties filed cross-motions for summary judgment.
- The court found the Purchaser Agreement ambiguous as to whether it covered policies beyond Wahab, except that the non-circumvention/fee remedy provisions (paras. 6, 11, 12) unambiguously did not apply to the Hassan Policy; confidentiality, promissory estoppel (re confidentiality), and quantum meruit claims survived summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Scope/applicability of Purchaser Agreement / non-circumvention (fees) to Hassan Policy | Agreement created ongoing relationship covering subsequent policies; Daystar must pay fees/obey non-circumvention clause | No fee or Exhibit A for Hassan; material term (price) missing so no contract for that policy | Court: Non-circumvention/fee provisions (paras. 6,11,12) do not apply to Hassan; summary judgment for Daystar on those contract claims |
| Confidentiality obligations re Hassan Executive Summary | Purchaser Agreement confidentiality provisions are broad and govern information shared about other policies | Daystar says KSG disclosed similar info elsewhere, destroying confidentiality; factual dispute | Court: Ambiguous factual issues about what was shared and whether confidentiality applied; summary judgment denied on confidentiality claims |
| Promissory estoppel (re confidentiality promises) | Daystar made enforceable promises not to disclose; KSG relied to its detriment | Daystar: no promise as to fees; KSG shared info with others so no justifiable reliance | Court: No promissory-estoppel recovery for fees (no promise re fee), but a jury could find promissory estoppel as to confidentiality; summary judgment denied |
| Quantum meruit / unjust enrichment | Daystar received benefit of KSG’s information and it would be unjust to retain without paying | Daystar: no deceitful or wrongful conduct; would have been free to get the policy elsewhere if contract didn’t apply | Court: Fact issues exist (possible improper conduct); summary judgment denied on quantum meruit |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden on movant)
- Anderson v. Liberty Lobby, 477 U.S. 242 (genuine dispute standard at summary judgment)
- Pepcol Mfg. Co. v. Denver Union Corp., 687 P.2d 1310 (Colo. 1984) (extrinsic evidence admissible to determine ambiguity)
- East Ridge of Fort Collins, LLC v. Larimer & Weld Irrigation Co., 109 P.3d 969 (Colo. 2005) (contract ambiguity and interpretation principles)
- Nelson v. Elway, 908 P.2d 102 (Colo. 1995) (elements of promissory estoppel)
- Dudding v. Norton Frickey & Assocs., 11 P.3d 441 (Colo. 2000) (elements of quantum meruit / unjust enrichment)