T-Scan Corporation v. BPA Technologies, Inc.
2:10-cv-00470
W.D. Wash.May 6, 2011Background
- T-Scan sues BPA for fraud in inducement and breach of contract; BPA counterclaims; court grants in part and denies in part summary judgment.
- T-Scan is a Seattle-based record retrieval company; BPA is a software integrator and a Gold Partner of Alfresco.
- In 2008-2009, BPA and T-Scan negotiated a web-based records storage project; Alfresco referred BPA; BPA proposed and T-Scan signed the August 2008 proposal.
- T-Scan later shifted to a Liferay-based project; BPA prepared a Liferay Proposal asserting payment toward prior invoices.
- Development continued until December 15, 2009, when T-Scan cut off BPA's access; litigation followed in March 2010 for fraud and breach; Alfresco claims were dismissed for improper service.
- The court analyzes whether deadlines in the Liferay Proposal were binding and whether T-Scan may recover amounts paid to BPA; it also addresses admissibility of certain Nieuland declarations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraud elements proven | T-Scan relies on BPA's Gold Partner representation and BPA's knowledge/intent. | Nieuwendam's declaration lacks knowledge/intent and there is no competent evidence. | BPA entitled to summary judgment on fraud claim. |
| Existence of deadlines in contract | Liferay Proposal contained a deadline of April 10, 2009. | Dates were estimates; contract silent on binding deadlines. | Question of fact; summary judgment denied on breach claim. |
| Recovery of amounts paid | T-Scan seeks recovery of payments made under August 2008 agreement. | Liferay Proposal obligated payment for abandoned work. | T-Scan cannot recover amounts paid; BPA granted summary judgment. |
| Admissibility of statements in Nieuwendam declaration | Declarations contain relevant Alfresco engineer statements. | Statements lack personal knowledge and are hearsay. | Court strikes inadmissible statements. |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (summary judgment standard requires absence of genuine issue of material fact)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (U.S. 1986) (broadly states burden on moving party to show no genuine issue of material fact)
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (establishes shifting burden to nonmoving party to show genuine fact issue)
- Hearst Com'ns, Inc. v. Seattle Times Co., 120 Wn. App. 784 (Wash. Ct. App. 2004) (contract interpretation focuses on objective manifestations and ordinary meanings)
- Hearst Comms., Inc. v. Seattle Times Co., 154 Wn.2d 493 (Wash. 2005) (affirmation of prior appellate decision regarding contract interpretation)
- Smith v. Smith, 4 Wn. App. 608 (Wash. Ct. App. 1971) (what constitutes a reasonable time in contract performance)
- Adickes v. S.H. Kress & Co., 398 U.S. 144 (U.S. 1970) (evidentiary standards for affidavits and personal knowledge)