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Westerlund v. Murphy Overseas USA Astoria Forest Products, LLC

United States District Court, D. Oregon

June 21, 2017

DAVID WESTERLUND and WESTERLUND LOG HANDLERS, LLC, Plaintiffs,
v.
MURPHY OVERSEAS USA ASTORIA FOREST PRODUCTS, LLC; MURPHY OVERSEAS U.S.A. TIMBER AND LAND DEVELOPMENT, LLC; MURPHY OVERSEAS U.S.A. HOLDINGS, LLC, and DENNIS J. MURPHY, Defendants.

          Stephen C. Thompson and George L. Kirklin, Kirklin Thompson & Pope LLP, Of Attorneys for Plaintiffs.

          Michael E. Haglund and Michael K. Kelley, Haglund Kelley LLP, Of Attorneys for Defendants.

          OPINION AND ORDER

          Michael H. Simon United States District Judge

         Three consolidated lawsuits arise out of business deals between Plaintiffs and Defendants. The Plaintiffs in the lead action are David Westerlund and Westerlund Log Handlers, LLC (“WLH”). They are collectively referred to as “the Westerlund Parties.” The Defendants in the lead action are Murphy Overseas USA Astoria Forest Products, LLC (“AFP”); Murphy Overseas U.S.A. Timber and Land Development, LLC; Murphy Overseas U.S.A. Holdings, LLC; and Dennis J. Murphy. They are collectively referred to as “the Murphy Parties.” Before the Court is the Westerlund Parties' motion for partial summary judgment against the Murphy Parties' first and second counterclaims. For the reasons that follow, the Westerlund Parties' motion is denied.

         STANDARDS

         A party is entitled to summary judgment if the “movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). The moving party has the burden of establishing the absence of a genuine dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The court must view the evidence in the light most favorable to the non-movant and draw all reasonable inferences in the non-movant's favor. Clicks Billiards Inc. v. Sixshooters Inc., 251 F.3d 1252, 1257 (9th Cir. 2001). Although “[c]redibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge . . . ruling on a motion for summary judgment, ” the “mere existence of a scintilla of evidence in support of the plaintiff's position [is] insufficient . . . .” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 255 (1986). “Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (citation and quotation marks omitted).

         BACKGROUND

         WLH handles and processes logs for export near Astoria, OR. AFP purchases logs and exports them internationally. WLH and AFP entered into a contract (the “Log Handling Contract”) under which WLH agreed to provide log handling and processing services to AFP.

         David Westerlund is a guarantor of WLH's obligations under the Log Handling Contract. The Westerlund Parties also allege that they verbally entered into a joint venture partnership with the Murphy Parties to govern their commercial relationship. The Murphy Parties deny the existence of the asserted partnership.

         The present motion concerns the Westerlund and Murphy Parties' litigation against China National Building Materials Import and Export Corporation (“China National”). China National, which was one of WLH's customers, claimed a security interest in WLH's equipment and a right of attachment to any payments made by AFP to WLH. The litigation ended in a settlement agreement (the “Settlement”) signed by the Westerlund Parties, the Murphy Parties, and China National.

         The Settlement states that the Murphy Parties “will pay [China National] $2, 550, 000 in full (the “Payment”), and [the Westerlund Parties] will sell, assign and transfer all of [their] right [sic], title and interest in the Equipment to [the Murphy Parties] in exchange for [the Murphy Parties] making the Payment to [China National].” ECF 71-2 at 2 (Settlement ¶ 2). “Upon receipt of the Payment, ” China National “release[d] and forever discharge[d] [the Murphy and Westerlund Parties] . . . from any liability . . . arising out of or in any way connected with any fact, matter or thing that was or which could have been advanced in the” litigation. ECF 71-2 at 2-3 (Settlement ¶ 4). The Murphy and Westerlund Parties also released China National from all such claims. ECF 71-2 at 3 (Settlement ¶¶ 5-6).

         In addition, the Settlement contains the following integration clause:

This Agreement represents the full and final expression of the parties' intent, and supersedes all other communications, negotiations or agreements between the parties regarding the content herein. In the event of any conflict between the terms of the Agreement and any prior or contemporaneous agreement between the parties other than the Murphy Agreement, this Agreement shall control.

ECF 71-2 at 5 (Settlement ¶ 15). The Settlement also contains a Bill of Sale, attached to the Settlement as Exhibit B. The Bill of Sale states: “In consideration of Buyer's [AFP's] payment of $2, 550, 000 paid to [China National], Seller [WLH] hereby sells to Buyer all of Seller's rights, title, and interests in the equipment described on Exhibit A . . . .” ECF 71-2 at 12. “Seller acknowledges that the payment . . . constitutes valuable, fair, and commercially reasonable consideration for the ...


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