3:20-cv-00330
D. Nev.Feb 2, 2022Background
- Nature’s Bakery purchased large quantities of fig paste from Turkish producer Elmas; shipping and customs were handled by Intransia. Elmas became insolvent and assigned certain invoice rights to Turk Eximbank.
- Turk Eximbank sued Nature’s Bakery to collect on assigned Elmas invoices for unpaid shipments. Nature’s Bakery and Turk Eximbank later settled their direct claims.
- In November 2016 Nature’s Bakery paid Intransia $130,046.42 (per an invoice) and obtained an Indemnification Agreement from Intransia promising to indemnify Nature’s Bakery against claims "by or for Elmas" up to that amount.
- Nature’s Bakery sued Intransia for breach of the Indemnification Agreement after Turk Eximbank asserted Elmas’ claims; Intransia counterclaimed against Nature’s Bakery (breach, declaratory relief, unjust enrichment) and asserted crossclaims against Turk Eximbank (including unjust enrichment).
- The court considered three summary judgment motions: Nature’s Bakery v. Intransia (enforceability and breach of indemnity), Intransia v. Nature’s Bakery (multiple claims), and Turk Eximbank v. Intransia (summary judgment on unjust enrichment). The court granted Nature’s Bakery’s motion, denied Intransia’s motion (largely for procedural noncompliance and because indemnity was enforced), and denied Turk Eximbank’s motion as to unjust enrichment (material facts remain).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability and breach of the Indemnification Agreement (Nature’s Bakery v. Intransia) | Indemnity is clear and binding; Nature’s Bakery paid Intransia and the Turk Eximbank suit is a claim "for Elmas," so indemnity was triggered. | Agreement is ambiguous (term "Goods"), signed under duress, lacked new consideration, and indemnity requires actual legal liability. | Agreement is valid, unambiguous, and enforceable; indemnity was triggered by Turk Eximbank’s suit; summary judgment for Nature’s Bakery; Intransia liable up to $130,046.42. |
| Intransia’s breach, unjust enrichment, and declaratory claims against Nature’s Bakery | Intransia seeks summary judgment on breach and unjust enrichment; argues rights arise from POA/Bills of Lading and prior course of dealing. | Nature’s Bakery points to the Indemnification Agreement and that Intransia already received payment tied to indemnity. | Declaratory relief denied; Intransia’s motion denied (breach/unjust enrichment portions denied without prejudice) for Local Rule violations and in light of court’s ruling that the indemnity is valid and breached. |
| Turk Eximbank’s motion to dismiss/for summary judgment on Intransia’s unjust enrichment claim | Turk Eximbank: claim time-barred; no direct relationship or benefit conferred; insufficient equitable basis. | Intransia: conferred benefit (shipment delivery); standing via assignment; claim timely; dispute over whether Turk Eximbank retained shipping amounts. | Denied. Judge found material factual dispute whether Turk Eximbank was unjustly enriched (e.g., whether it collected shipping fees that belonged to Intransia); claim not time-barred on present record. |
| Statute of limitations start for unjust enrichment | Turk Eximbank: limitations began when benefit conferred. | Intransia: limitations begin when it knew or should have known Turk Eximbank retained benefits belonging to Intransia. | Court adopted Intransia’s framing: accrual is when plaintiff knew or should have known all elements; Intransia filed within four-year period. |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (summary judgment standards governing movant burden and shifting burdens of proof)
- Anderson v. Liberty Lobby, 477 U.S. 242 (1986) (definition of genuine dispute of material fact for summary judgment)
- Sanchez v. Alonso, 615 P.2d 934 (Nev. 1980) (indemnitee’s right of action accrues on demand from creditors, even before actual damage)
- In re Amerco Derivative Litig., 252 P.3d 681 (Nev. 2011) (four-year statute of limitations for unjust enrichment; accrual when plaintiff knew or should have known elements)
- W. Charleston Lofts I, LLC v. R & O Const. Co., 915 F. Supp. 2d 1191 (D. Nev. 2013) (unjust enrichment may lie against third parties despite an existing contract among primary parties)