TC Global Inc v. Global Baristas LLC, No. 2:2014cv00431 - Document 13 (W.D. Wash. 2014)
Court Description: DECISION ON APPEAL affirming jgm of Bankruptcy Court by Judge Robert S. Lasnik.(TM)
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1 2 3 4 5 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 6 7 8 9 10 11 12 13 _______________________________________ ) TC GLOBAL, INC., ) ) Plaintiff, ) v. ) ) GLOBAL BARISTAS, LLC, ) ) Defendant. ) _______________________________________) No. C14-0431RSL B.R. Case No. 12-20254KAO Adv. Proc. No. 13-01540KAO DECISION ON APPEAL 14 15 This matter comes before the Court on Global Baristas, LLC s appeal from an 16 order of the Honorable Karen A. Overstreet, United States Bankruptcy Judge, interpreting a 17 provision of the Asset Purchase Agreement ( APA ) between the parties and the subsequent 18 entry of a stipulated judgment in the amount of $564,517.71.1 The Court, acting in an appellate 19 capacity, reviews the bankruptcy court s legal conclusions de novo and its factual determinations 20 for clear error. In re Olshan, 356 F.3d 1078, 1083 (9th Cir. 2004). Mixed questions of law and 21 fact are reviewed de novo. Banks v. Gill Distribution Centers, Inc., 263 F.3d 862, 867 (9th Cir. 22 2001). Having reviewed the memoranda and appendices submitted by the parties, the 23 24 Court affirms the summary judgment decision and judgment entered by the bankruptcy court. 25 26 1 While Global Baristas retained its right to appeal the issue of whether it had breached the APA, the amount of the judgment was stipulated and is not challenged here. DECISION ON APPEAL - 1 1 2 3 4 Section 2.6(b) of the APA provides in relevant part: As promptly as practicable after the Closing, but in no event later than thirty (30) days after the Closing, the Buyer shall notify the Seller in writing (the PostClosing Statement ) of its determination of any proposed adjustments to the Purchase Price under Sections 2.6(a)(ii)(B), (iii), (iv), (v), (iv) [sic], (vii), and (viii) (if any, the Buyer Adjustment Amounts ). 5 Judge Overstreet correctly concluded that the provision is unambiguous and required Global 6 Baristas to provide written notice regarding its calculations of each adjustment specified in the 7 contract, at which point TC Global would have an opportunity to respond with its own 8 calculations. See Hearst Commc ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 503 (2005). 9 While Global Baristas could have, in its discretion, determined that one or more of the 10 adjustments should be $0 or even in its favor, it was not at liberty to ignore the clear requirement 11 that it notify the Seller in writing . . . of its determination . . . . This conclusion is based on the 12 objective and unambiguous manifestations of intent set forth in the contract as a whole, making 13 recourse to extrinsic evidence unnecessary. The fact that Global Baristas may have thought that 14 the word shall was discretionary is irrelevant where the words used show otherwise and fully 15 support TC Global s interpretation of the provision. Brogan & Anensen LLC v. Lamphiear, 165 16 Wn.2d 773, 775 (2009) (although extrinsic evidence will sometimes be necessary to help the 17 fact finder interpret a contract term and determine the contracting parties intent regardless of 18 whether the contract s terms are ambiguous, . . . the subjective intent of the parties is generally 19 irrelevant if the intent can be determined from the actual words used. ). 20 Because the interpretation of Section 2.6(b) did not turn on extrinsic evidence or 21 require the determination of any factual issues, discovery regarding the subjective intent of the 22 parties or the drafters would have been futile. Judge Overstreet did not abuse her discretion 23 when denying Global Barista s request for a continuance. See Burlington N. Santa Fe R.R. Co. 24 v. Assiniboine and Sioux Tribes of Fort Peck Reservation, 323 F.3d 767, 774 (9th Cir. 2003) 25 (affirming trial court s denial of a Rule 56(d) motion where the proposed discovery would be 26 DECISION ON APPEAL - 2 1 futile). 2 For all of the foregoing reasons, the judgment of the bankruptcy court is 3 4 5 AFFIRMED. Dated this 21st day of August, 2014. A 6 7 Robert S. Lasnik United States District Judge 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 DECISION ON APPEAL - 3
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