Spearman Corporation Marysville Division v. The Boeing Company ( 2022 )

1 2 3 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON 4 AT SEATTLE 5 6 SPEARMAN CORPORATION Case No. C20-13RSM MARYSVILLE DIVISION and SPEARMAN 7 CORPORATION KENT DIVISION, ORDER DENYING MOTION FOR 8 RECONSIDERATION Plaintiffs, 9 v. 10 11 THE BOEING COMPANY, 12 Defendant. 13 This case comes before the Court on Plaintiffs Spearman Corporation and Spearman 14 Corporation Kent Division (“Spearman”)’s Motion for Reconsideration, Dkt. #191. Spearman 15 16 seeks partial reconsideration of the Court’s Order granting in part Defendant Boeing’s Motion 17 for Summary Judgment, Dkt. #190. The Court has requested and received a response brief from 18 Boeing. Dkt. #193. 19 “Motions for reconsideration are disfavored.” LCR 7(h)(1). “The court will ordinarily 20 deny such motions in the absence of a showing of manifest error in the prior ruling or a showing 21 22 of new facts or legal authority which could not have been brought to its attention earlier with 23 reasonable diligence.” Id. “The motion shall point out with specificity the matters which the 24 movant believes were overlooked or misapprehended by the court, any new matters being 25 brought to the court’s attention for the first time, and the particular modifications being sought 26 in the court’s prior ruling.” LCR 7(h)(2). 27 28 Spearman seeks reconsideration of this Court’s “rulings that (1) Spearman’s small 1 2 number of late deliveries were material breaches justifying termination of $50 million in 3 contracts as a matter of law; and (2) the GTA’s incorporation of 48 C.F.R. § 52.249-2 limits 4 Boeing’s liability for breach of the duty of good faith and fair dealing.” Dkt. #191 at 1. 5 Spearman first argues that the Court improperly weighed an issue of fact by determining 6 that its late deliveries constituted material breaches of the contracts at issue. Id. at 2. Spearman 7 8 cites to Colorado Structures, Inc. v. Ins. Co. of the W., 161 Wn.2d 577, 589, 167 P.3d 1125 9 (2007) for the proposition that “slight” or “insubstantial” breaches of a contract are partial—not 10 material—breaches insufficient to excuse the aggrieved party’s own performance. Id. 11 Spearman acknowledges the Court’s finding that these breaches were not “slight” or 12 13 “insubstantial” and that they clearly harmed Boeing, but argues that this question should have 14 gone to the jury. 15 The Court has interpreted the contracts to permit cancellation “for any event of default.” 16 Spearman disputes hundreds of breaches alleged by Boeing; factual disputes over a breach of 17 contract almost always go to the jury. However, in this case, Spearman has clearly conceded 18 19 responsibility for at least 28 late deliveries. See Dkt. #190 at 11. Spearman essentially 20 concedes this via deposition, and it appears undeniable to the Court, even if Spearman’s 21 representative was not able to state with certainty which parts were delivered late. The fact that 22 Boeing accepts a certain rate of late deliveries from other suppliers does not legally affect its 23 rights under the contracts to cancel with Spearman. Given the undisputed facts of the case, this 24 25 question did not need to go to jury and the Court’s ruling was not error. Any allegation that 26 Boeing operated without good faith properly remains under Spearman’s other cause of action. 27 28 Spearman next contends the Court overlooked authority contrary to its ruling that 1 2 “Spearman’s available recovery for the cancellation of the orders and contract is limited by the 3 GTA to that allowed under 48 C.F.R. § 52.249-2, subsections (d)-(g).” Dkt. #190 at 4. 4 Spearman cites cases finding that “the federal government itself loses the benefit of the 5 limitations in 48 C.F.R. § 52.249-2 when a supply contract is terminated in bad faith.” Id. 6 (citing TigerSwan, Inc. v. United States, 110 Fed. Cl. 336, 345 (2013); Torncello v. United 7 8 States, 681 F.2d 756, 758 (Fed. Ct. Cl. 1982); JKB Sols. & Servs., LLC v. United States, 18 9 F.4th 704, 709 (Fed. Cir. 2021)). Spearman asks the Court to reconsider its reliance on Myers v. 10 State, 152 Wn. App. 823, 218 P.3d 241 (2009) and SAK & Assocs., Inc. v. Ferguson Const., 11 Inc., 189 Wn. App. 405, 357 P.3d 671(2015), Washington cases where private companies were 12 13 able to keep the limitations in 48 C.F.R. § 52.249-2 even when bad faith was alleged. 14 The federal authority cited by Spearman is inapposite and does not render the Court’s 15 ruling manifest error. Spearman’s cases are not directly on point given that they relate to 16 contracts with the Federal Government, and they do not overrule Myers or SAK. The Court has 17 already considered Scott v. Cingular Wireless, 160 Wn.2d 843, 854, 161 P.3d 1000 (2007) and 18 19 finds that Spearman makes no new arguments about this case. Washington law allows parties to 20 contract for this limitation, and the Court will enforce it. 21 Spearman sets forth no other valid basis for reconsideration. Having reviewed the 22 relevant briefing and the remainder of the record, the Court hereby finds and ORDERS that 23 Spearman’s Motion for Reconsideration, Dkt. #191, is DENIED. 24 25 DATED this 22nd day of August, 2022. 26 A 27 RICARDO S. MARTINEZ 28 CHIEF UNITED STATES DISTRICT JUDGE