Resqsoft, Inc. v. Protech Solutions, Inc. and State of Alaska, Department of Revenue
488 P.3d 979
Alaska2021Background
- The State of Alaska awarded Protech Solutions a technology contract; Protech named ResQSoft as a subcontractor. The State–Protech contract and the Protech–ResQSoft subcontract governed project work, ownership, and proprietary information.
- ResQSoft began work, but Protech and ResQSoft did not sign the subcontract until October 2017; Protech terminated ResQSoft in February 2018 and replaced it.
- The subcontract included a broad forum–selection clause requiring disputes to be litigated exclusively in federal court in Delaware, definitions and protections for proprietary information, and provisions stating certain delivered code becomes State property upon payment.
- In November 2018 ResQSoft sued Protech and the State alleging misappropriation under the Alaska Uniform Trade Secrets Act and unfair trade practices under the UTPA and sought damages (including compensation for work and products); ResQSoft did not plead a breach of contract claim.
- Protech moved to dismiss ResQSoft's claims for improper venue based on the subcontract clause; the State moved to dismiss ResQSoft's unjust enrichment claim for failure to state a claim. The superior court granted both motions; ResQSoft appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the subcontract's forum selection clause apply to ResQSoft's noncontract statutory claims? | ResQSoft: clause is narrow, covers only pure contract disputes and does not bar statutory/UTPA/Trade Secrets claims because it alleged no contract claim. | Protech: ResQSoft's claims arise out of and require interpretation of the subcontract, so the clause covers them. | The clause is broad; ResQSoft's statutory claims arise out of the subcontract and thus fall within the forum clause. |
| Is the forum selection clause enforceable (public policy, impracticability, adhesion, fraud)? | ResQSoft: enforcement would be against public policy, is impracticable/unavailable, the subcontract was adhesive, and/or induced by fraud. | Protech: clause is enforceable; ResQSoft cannot show the clause was product of fraud or that enforcement would be gravely impracticable. | Clause enforceable: ResQSoft failed to preserve or plead facts to defeat enforcement (no showing of fraud in the clause, impracticability, or adhesion with lack of notice). |
| Can ResQSoft recover unjust enrichment from the State for work and proprietary materials? | ResQSoft: the State was unjustly enriched by using ResQSoft's work and proprietary information without paying ResQSoft, entitling it to equitable relief. | State: unjust enrichment inapplicable because (1) State contracted to pay Protech for the project (so no windfall), and (2) ResQSoft has legal remedies against Protech; quasi-contract relief is unavailable. | Dismissal affirmed: no unjust enrichment because the State received consideration via its contract with Protech and ResQSoft has available contractual/statutory remedies against Protech. |
Key Cases Cited
- Brooks Range Petroleum Corp. v. Shearer, 425 P.3d 65 (Alaska 2018) (venue questions reviewed de novo; plaintiff must make prima facie showing of proper venue)
- Nunez v. American Seafoods, 52 P.3d 720 (Alaska 2002) (forum-selection clauses are construed broadly; unenforceable only when contravening strong public policy)
- Volkswagenwerk A.G. v. Klippan, GmbH, 611 P.2d 498 (Alaska 1980) (adopts Bremen reasonableness test for forum-selection clauses)
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (federal standard endorsing enforceability of forum-selection clauses absent strong showing against enforcement)
- Bodzai v. Arctic Fjord, Inc., 990 P.2d 616 (Alaska 1999) (refused to apply forum clause to claims that did not arise under the contract)
- Crowson v. Sealaska Corp., 705 P.2d 905 (Alaska 1985) (contract and its forum clause unenforceable where entire agreement procured by fraud/bribery)
- Hoffman Constr. Co. of Alaska v. U.S. Fabrication & Erection, 32 P.3d 346 (Alaska 2001) (discusses broad scope of "arising out of" language in contracts)
- Guerrero v. Alaska Housing Finance Corp., 6 P.3d 250 (Alaska 2000) (standard for Rule 12(b)(6) dismissal reviewed de novo)
- Alaska Sales & Service, Inc. v. Millet, 735 P.2d 743 (Alaska 1987) (elements and limitations of unjust enrichment/quasi-contract)
- Knaebel v. Heiner, 663 P.2d 551 (Alaska 1983) (unjust enrichment applies only where defendant receives a windfall)