Vitale & Associates, LLC v. Sue Lowden
690 F. App'x 555
9th Cir.2017Background
- Sue Lowden ran for U.S. Senate and formed the "Sue Lowden for U.S. Senate" committee (the Committee) to run her campaign.
- Vitale & Associates, LLC (Vitale), a polling firm, was engaged to provide services after contact from J3 Strategies, LLC (J3); Vitale was not paid and sued Lowden personally for breach of contract in diversity court.
- Vitale failed to respond to Requests for Admission and was deemed to have admitted that any contract, if it existed, was between Vitale and the Committee and that Lowden never signed a written contract.
- Vitale argued (1) J3 acted as Lowden’s agent, (2) promissory estoppel against Lowden, and (3) that the Committee was not an unincorporated nonprofit association (UNA) so Lowden could be liable.
- Nevada adopted the RUUNAA, which provides that a UNA’s debts are its own and do not bind its members; the record showed the Committee had multiple members and organizational structure.
- The district court granted summary judgment for Lowden; the Ninth Circuit affirmed, holding Vitale failed to show a personal contract, agency or definitive promises by Lowden, and failed to overcome the UNA protections.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Lowden personally contracted with Vitale | Vitale contends Lowden is liable because it performed services and was not paid; argues actions by J3 bind Lowden | Lowden (and admissions) show any contract was with the Committee, not Lowden personally | Court: No personal contract; Vitale admitted contract was with the Committee, so Lowden not a contracting party |
| Whether J3 was Lowden’s agent creating personal liability | Vitale asserts J3 acted as Lowden’s agent when hiring Vitale | Lowden/record: J3 acted for the Committee; Vitale’s admissions undermine an agency claim | Court: Agency not established—Vitale’s admissions mean any agency would bind the Committee, not Lowden personally |
| Whether promissory estoppel can bind Lowden | Vitale argues equitable estoppel based on statements/representations tied liability to Lowden | Lowden: No definitive promise by Lowden or her agent; only general public statements | Court: Promissory estoppel fails—no definitive promise or authoritative agent statement supporting liability |
| Whether the Committee is a UNA and member liability exists | Vitale argues Committee is not a UNA, so members (including Lowden) can be liable | Lowden: Committee fits Nevada’s RUUNAA definition of a UNA; UNA debts are separate; members not liable | Court: Committee is a UNA; Nevada law (RUUNAA) shields members from association debts; Vitale provided no substantial evidence to rebut UNA status |
Key Cases Cited
- Conlon v. United States, 474 F.3d 616 (9th Cir.) (admissions under Rule 36 bind litigation positions)
- Rivera v. Peri & Sons Farms, Inc., 735 F.3d 892 (9th Cir.) (elements required to plead contract-based liability)
- EEOC v. Waffle House, Inc., 534 U.S. 279 (U.S.) (a contract generally does not bind a nonparty)
- Great Am. Ins. Co. v. Gen. Builders, Inc., 934 P.2d 257 (Nev.) (agent/principal principles under Nevada law)
- Vancheri v. GNLV Corp., 777 P.2d 366 (Nev.) (promissory estoppel requirements under Nevada law)
- Lear v. Bishop, 476 P.2d 18 (Nev.) (definitive promise requirement for promissory estoppel)
- Galen v. Cty. of L.A., 477 F.3d 652 (9th Cir.) (standard for submitting substantial evidence on summary judgment)
- Karl Rove & Co. v. Thornburgh, 39 F.3d 1273 (5th Cir.) (contrasting authority applying a different state law; held inapplicable here)