Ramos v. White

IN THE SUPREME COURT OF THE STATE OF NEVADA
JOSHUA RAMOS, A/K/A ERNESTO No. 82102
JOSHUA RAMOS, AN INDIVIDUAL,
Appellant,
vs. MED
DANA WHITE, AN INDIVIDUAL; UFC
HOLDINGS, LLC; ZUFFA, LLC, A MAR 1 7 2022
NEVADA LIMITED LIABILITY SROIPiN
E Cour-rf
COMPANY, D/B/A ULTIMATE BY
ERK
FIGHTING CHAMPIONSHIP,
Res • ondents.
ORDER OF AFFIRMANCE
This is an appeal from a dismissal order pursuant to NRCP
12(13)(5). Eighth Judicial District Court, Clark County; David M. Jones,
Judge." The underlying case arises out of the parties negotiations as to a
nondisclosure agreement.
Appellant Joshua Ramos first argues that the district court
erred by applying the wrong standard in dismissing his complaint under
NRCP 12(b)(5). We review de novo, Guzman v. Johnson, 137 Nev., Adv. Op.
13, 483 P.3d 531, 536 (2021), and disagree. Ramos fails to identify anything
specifically that the district court inappropriately relied on in making its
NRCP 12(b)(5) determination. See Breliant v. Preferred Equities Corp., 109
Nev. 842, 847, 858 P.2d 1258, 1261 (1993) (holding that the district court
"may take into account matters of public record, orders, items present in the
record of the case, and any exhibits attached to the complaint when ruling
on a motion to dismiss for failure to state a claim upon which relief can be
granted"). To the extent Ramos challenges the district court made during
the motion to dismiss hearing, those comments do not warrant relief. Rust
SUPREME COURT 'Pursuant to NRAP 34(f)(1), we have determined that oral argument
OF
NEVADA is not warranted in this appeal.
(0) 1947A 410.40
v. Clark Cty. Sch. Dist., 103 Nev. 686, 689, 747 P.2d 1380, 1382 (1987) (The
district court's oral pronouncement from the bench . . . [is] ineffective for
any purpose and cannot be appealed.").
Turning to the specific claims, we disagree with Ramos that the
district court erred by dismissing his breach-of-contract claim. This claim
centered on a purported contract to enter into a nondisclosure agreement
by which respondents would compensate Ramos in exchange for his silence
on certain matters following the end of criminal proceedings against Ramos.
But because the parties were merely in preliminary negotiations and had
not agreed to any material terms, no valid contract was formed. See Nev.
Power Co. v. Pub. Util. Comm'n, 122 Nev. 821, 839-40, 138 P.3d 486, 498-
99 (2006) (When essential terms such as [time periods or price] have yet to
be agreed upon by the parties, a contract cannot be formed."); May v.
Anderson, 121 Nev. 668, 672, 119 P.3d 1254, 1257 (2005) (holding that a
contract requires "an offer and acceptance, meeting of the minds, and
consideration," and that "preliminary negotiations do not constitute a
binding contract unless the parties have agreed to all material terms,"
which must be sufficiently certain and definite"); City of Reno v. Silver
C4
State Flying Serv., Inc., 84 Nev. 170, 176, 438 P.2d 257, 261 (1968)
(recognizing that "[a]n agreement to agree at a future time is nothing and
will not support an action for damagee (quoting Salomon v. Cooper, 220
P.2d 774, 775 (Cal. Dist. Ct. App. 1950)). Without a valid contract, Ramos'
breach-of-contract claim necessarily fails and the district court properly
dismissed it.2 And because the breach-of-contract claim was properly
2 Ramos also argues that his complaint sufficiently alleged an implied-
in-fact contract. We disagree. The complaint's allegations fail to show that
the parties ever formed an ascertainable agreement. See Smith v. Recrion
Corp., 91 Nev. 666, 668, 541 P.2d 663, 664-65 (1975) (holding that implied
2
dismissed, it follows that the claim for breach of the implied covenant of
good faith and fair dealing also fails.3 See Awada v. Shuffle Master, Inc.,
123 Nev. 613, 623, 173 P.3d 707, 714 (2007) (recognizing that a claim for a
contract-based breach of the implied covenant of good faith and fair dealing
fails when there is no contract between the parties); see also Barbara Ann
Hollier Tr. v. Shack, 131 Nev. 582, 587 n.1, 356 P.3d 1085, 1088 n.1 (2015)
(holding that the implied covenant of good faith and fair dealing "does not
apply during the negotiation or formation phase of a contract").
The district court also properly dismissed Ramos unjust
enrichment claim. The complaint alleged that a protective order requiring
Ramos' silence on the same matters that were to be the subject of the
nondisclosure agreement between the parties expired upon Ramos'
sentencing in the related criminal case, which occurred on June 30, 2016.
It further alleged that respondent UFC Holdings, LLC, was sold "in early
July 2016." Based on these allegations, the complaint contended that
Ramos' silence before the UFC was sold conferred a benefit on respondents
as the sale price was likely higher than it would have been had Ramos not
remained silent; thus, respondents were unjustly enriched. Even when
construing these facts in the light most favorable to Ramos, see Breliant,
109 Nev. at 845, 858 P.2d at 1260 (providing that courts "must construe the
pleading liberally and draw every fair intendment in favor of the [non-
moving partyl" when reviewing motions to dismiss and holding that 101
factual allegations of the complaint must be accepted as true (internal
contracts, while naanifested by conduct, still require 'an ascertainable
agreemene).
3Ramos concedes that he is not challenging the dismissal of the
tortious breach of the implied covenant of good faith and fair dealing on
SUPREME COURT appeal.
OF
NEVADA
3
(0) 1947A 49)1P.
quotation marks omitted)), his silence up until June 30, 2016, is only an
incidental benefit conferred upon respondents because Ramos had an
independent legal obligation to not disclose certain facts under the
protective order.4 Incidental benefits are not adequate to support an unjust
enrichment claim. See Or. Laborers-Emps. Health & Welfare Tr. Fund v.
Philip Morris Inc., 185 F.3d 957, 968 (9th Cir. 1999) (holding that an unjust
enrichment claim will not lie where defendants incidentally benefitted from
plaintiffs independent legal obligation); Chem-Nuclear Sys., Inc. v. Arivee
Chems., Inc., 978 F. Supp. 1105, 1110-11 (N.D. Ga. 1997) (holding that the
plaintiff under an administrative order to remediate property could not
pursue an unjust enrichment claim against the defendant who would
incidentally benefit from the clean-up). And that Ramos remained silent
after the protective order expired in hopes of entering a nondisclosure
agreement with respondents does not constitute an unjustly retained
benefit by respondents that supports an unjust enrichment claim. See, e.g.,
Burton Imaging Grp. v. Toys "R" Us, Inc., 502 F. Supp. 2d 434, 440-41 (E.D.
Pa. 2007) (holding that "[a] benefit conferred is not unjustly retained if a
party confers the benefit with the hope of obtaining a contract," and citing
multiple authorities in support of that holding).
Finally, we reject Ramos' contention that the district court
abused its discretion by denying his motion to amend the complaint. See
4Ramos contends that the protective order did not preclude him from
disclosing respondent Dana White's name. However, the pleadings reflect
that the protective order applied to the disclosure of White's name and that
it applied to Ramos. Specifically, the complaint alleged that "pursuant to
the stipulation for a protective [o]rder[,] White's identity was only concealed
through the close of the case after which Ramos was free to talk." (Emphasis
added). Thus, even when viewing the complaint in the light most favorable
to Ramos, the protective order encompassed Ramos' silence during the
SUPREME COURT relevant timeframe.
OF
NEVADA
4
(0) 1947A .11111Dio
Kantor v. Kantor, 116 Nev. 886, 891, 8 P.3d 825, 828 (2000) (reviewing the
denial of a motion to amend for an abuse of discretion). Although Ramos
request[ed] and reserve [d] the right to seek leave to amend his complaint,
he did not provide a proposed amended complaint with his written motion
as required by EDCR 2.30(a) ("A copy of the proposed amended pleading
must be attached to any motion to amend the pleading."). Additionally, his
written and oral motions did not sufficiently explain what the amended
complaint would accomplish. Thus, we cannot say that the district court
abused its discretion on this issue. See Adamson v. Bowker, 85 Nev. 115,
121, 450 P.2d 796, 801 (1969) ("Where there is no showing of the nature or
substance of the proposed amendment or what the appellant expects to
accomplish by it, a reviewing court cannot say a trial court abused its
discretion in denying leave to amend."). Accordingly, we
ORDER the judgment of the district court AFFIRMED.5
9 4.0%ahowiten11"7 C.J.
arraguirre
4C1-0 , J.
A4
Stiglich
cc: Hon. David M. Jones, District Judge
James A. Kohl, Settlement Judge
Christopherson Law Offices
Campbell & Williams
Eighth District Court Clerk
5The Honorable Mark Gibbons, Senior Justice, participated in the
SUPREME COURT decision of this matter under a general order of assignment.
OF
NEVADA
441/#40
5
(0) 1947A