311 P.3d 1285
Wash. Ct. App.2013Background
- Opti Staffing Group referred candidates to ABP and charged a fee equal to 20% of the first-year salary when ABP hired a referred candidate.
- Payment was initially due when Opti rendered services and ABP made an offer and the candidate accepted.
- ABP, seeking USDA funds (~$5,000,000), delayed payment to Opti and executed an addendum extending payment until ABP received funds.
- The addendum stated Danny Anderson would begin employment December 1, 2009 and that payment would be due upon funding, with the other terms of the original guarantee applying.
- Opti invoiced for Anderson on October 6, 2009; controversy centers on whether Anderson was hired before or after the addendum and whether Bailey was covered by the addendum.
- ABP never received the federal funds and did not pay Opti for Anderson or Bailey; Opti sued for breach of contract and related claims; the trial court granted ABP summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the addendum a valid modification with new consideration? | Opti: addendum creates new consideration by ABP hiring and extending payment. | ABP: new hires and reiterated promise constitute new consideration. | Summary judgment improper; material facts disputed. |
| Did the addendum create a condition precedent making payment contingent on funding? | Opti: addendum is a time extension, not a condition precedent. | ABP: funding was a condition precedent to payment. | Summary judgment improper; two reasonable meanings exist. |
| Did Bailey's hiring fall within the addendum’s scope and provide new consideration? | Opti: addendum applies to Bailey as well. | ABP: addendum applies to Anderson; Bailey’s inclusion is unclear. | Summary judgment improper on this basis; factual dispute remains. |
Key Cases Cited
- Labriola v. Pollard Grp., Inc., 152 Wn.2d 828 (2004) (new consideration requires independent promises)
- Ross v. Harding, 64 Wn.2d 231 (1964) (intent to create condition vs. promise determined by language)
- Berg v. Hudesman, 115 Wn.2d 657 (1990) (context rule; use of extrinsic evidence to interpret contract)
- Go2Net, Inc. v. CI Host, Inc., 115 Wn. App. 73 (2003) (summary judgment requires only one reasonable meaning)
- O’Brien & Gere Engineers, Inc. v. Taleghani, 540 F. Supp. 1114 (E.D. Pa. 1982) (timing language fixes payment time, not a condition precedent)