Opinion
CV 01-524-BR
January 7, 2002
Joseph Vance, Davis Wright Tremaine LLP, Portland, Oregon, Attorneys for Plaintiff.
Edward L. Sears, Lehner, Mitchell, Rodrigues Sears, Portland, Oregon, E. Lawrence Oldfield, Oldfield Fox P.C., Oak Brook, Illinois, Attorneys for Defendants.
OPINION AND ORDER
This matter comes before the Court on Defendant's Motion for Summary Judgment (#14) pursuant to Fed.R.Civ.P. 56. For the reasons that follow, Defendant's Motion for Summary Judgment is GRANTED.
FACTUAL BACKGROUND
Plaintiff delivered 138 head of cattle to CB Livestock, Inc., a feedlot in Hermiston, Oregon on August 21, 1997, and an additional 400 head of cattle on April 2, 1998. According to the agreements between CB and Plaintiff, CB was to feed and to care for the young cattle until it sold the fed cattle "on Plaintiff's behalf" to a third party. CB did not have to pay Plaintiff until the cattle were sold to a third party. Until the final sale, Plaintiff retained ownership of the cattle.
In eleven separate transactions between November or December 1997 and September 1998, Plaintiff sold to Defendant "through its agent CB" several hundred head of cattle that carried Plaintiff's brand but were cared for by CB at its feedlot. The cattle arrived at Defendant's plant accompanied by brand inspection certificates that indicated the "Owner/Seller" of the cattle was Plaintiff. The portion of the form designated for the owner's address, however, stated "c/o CB, Hermiston, OR." Each of the brand inspection certificates was dated three to four days before Defendant paid for each allotment of cattle. It is unclear, however, whether Defendant actually received the brand inspection certificates or the cattle before paying for them.
One of Defendant's buyers testified Defendant generally paid the owner listed on the brand certificate inspection directly. If a feedlot was involved, however, Defendant usually paid the feedlot as the agent of the owner, and the feedlot then deducted feed expenses from the purchase price and paid the balance, if any, to the owner. That policy apparently changed with respect to CB at some point, and Defendant later began paying the owner listed on the brand inspection certificate directly.
In seven of the eleven transactions involving Plaintiff's cattle, Defendant paid Plaintiff directly. In the four remaining transactions, Defendant paid CB instead of Plaintiff. Although the parties are not explicit, CB apparently failed to forward to Plaintiff the monies paid by Defendant for those four transactions. Plaintiff now seeks to recover that money from Defendant.
STANDARDS
Fed.R.Civ.P. 56(c) authorizes summary judgment if no genuine issue exists regarding any material fact and the moving party is entitled to judgment as a matter of law. The moving party must show the absence of an issue of material fact. Arpin v. Santa Clara Valley Transp. Agency, 261 F.3d 912, 919 (9th Cir. 2001). In response to a properly-supported motion for summary judgment, the nonmoving party must go beyond the pleadings and show there is a genuine issue of material fact for trial. Fed.R.Civ.P. 56(e).
An issue of fact is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Guidroz-Brault v. Missouri Pacific R.R. Co., 254 F.3d 825, 829 (9th Cir. 2001) (internal quotation and citation omitted). All reasonable inferences from the facts in the record must be drawn in favor of the nonmoving party. Hensley v. Northwest Permanente P.C. Retirement Plan Trust, 258, F.3d 986, 999 (9th Cir. 2001). A mere disagreement about a material issue of fact, however, does not preclude summary judgment. Jackson v. Bank of Hawaii, 902 F.2d 1385, 1389 (9th Cir. 1990). When the nonmoving party's claims are factually implausible, that party must come forward with more persuasive evidence than otherwise would be required. Blue Ridge Ins. Co. v. Stanewich, 142 F.3d 1145, 1147 (9th Cir. 1998) (citation omitted).
The substantive law governing a claim or defense determines whether a fact is material. Addisu v. Fred Meyer, Inc., 198 F.3d 1130, 1134 (9th Cir. 2000). If the resolution of a factual dispute would not affect the outcome of the claim, the Court is not precluded from entering summary judgment. Arpin, 261 F.3d at 919.
DISCUSSION
Plaintiff alleges Defendant is liable to Plaintiff for the purchase price of the cattle on two separate theories. Plaintiff first claims Defendant owes Plaintiff the purchase price because the cattle were Plaintiff's property and were delivered to Defendant under Plaintiff's brand as goods sold in accordance to agreed-upon terms. Next, even though Plaintiff acknowledges Defendant paid to CB the purchase price for the four cattle deliveries at issue, Plaintiff, nevertheless, contends Defendant is liable in quantum meruit because Defendant was unjustly enriched when it failed to pay Plaintiff for the cattle.
Plaintiff's Claim Based on Goods Sold and Delivered
The Oregon Legislature adopted a modified version of the Uniform Commercial Code (UCC) and codified it in the Oregon Revised Statutes at Chapters 71 through 79. Or. Rev. Stat. § 71.1010. Chapter 72 generally governs the sale of goods, including cattle, and Chapter 79 relates to transactions intended to create a security interest in goods. Or. Rev. Stat. §§ 72.1020, 72.1050, and 79.1020. The parties agree these UCC provisions have some bearing on this matter, although they disagree as to the effect of those statutes. Common law and equitable principles such as the law of agency, however, supplement the UCC unless explicitly displaced by a particular provision of the statutes. Or. Rev. Stat. § 71.1030.
Under Oregon common law, payment to an agent having either express or implied authority to receive payment is generally deemed payment to the principal. Jensen v. Pitman, 236 Or. 59, 62 (1963). Express authority is authority that the principal confers upon the agent in express terms. Wiggins v. Barrett Assoc., Inc., 295 Or. 679, 686 (1983). Express authority "carries with it the implied authority to do such other things as are reasonably necessary for carrying out the given task." Id. at 686-87. Thus, implied authority may be discerned "from the nature of the task or from the acts and conduct of the principal from which the grant of power may be inferred." Id. at 687.
Plaintiff acknowledges and concedes it gave CB, as Plaintiff's agent, actual authority to sell the cattle to Defendant "on Plaintiff's behalf." Generally, a selling agent with authority to contract for a sale of goods has the authority to receive the purchase price due at the time of sale. Restatement (Second) Agency § 62(1) (1958). Plaintiff does not contend its agreements with CB limited CB's express authority to sell the cattle or CB's inherent authority to receive payments on Plaintiff's behalf as its agent. In fact, Plaintiff unequivocally states CB sold the cattle on its behalf as its agent and acknowledges Defendant paid CB for the cattle. No qualifications or limitations on CB's authority to do so are alleged.
The evidence in the record supports the conclusion that Plaintiff implicitly, if not expressly, authorized CB to accept payments on its behalf. Although the written agreements between Plaintiff and CB were silent with regard to CB's authority to collect payments for the cattle, the agreements provided Plaintiff would retain ownership of the cattle until the final sale and CB would pay Plaintiff the purchase price for the cattle plus interest when CB shipped them as "fed cattle" to the buyer. This provision implies Plaintiff intended CB to collect the proceeds from the cattle sale and to forward the proceeds to Plaintiff. In other words, CB's authority to receive payments for the cattle was inherent in and could be inferred from its authority to sell the cattle on Plaintiff's behalf.
As noted, Defendant's general policy was to pay a feedlot as agent of the owner, and the feedlot then would deduct feed expenses from the purchase price and pay the balance, if any, to the owner. Although Defendant's policies are not direct evidence of Plaintiff's intent, they are circumstantial evidence of an industry custom and practice that helps the Court to determine the reasonable inferences arising from Plaintiff's agreements with CB. See Restatement (Second) Agency § 71 (1958) ("Unless otherwise agreed, authority to receive payment is inferred from authority to conduct a transaction if the receipt of payment is incidental to such a transaction, usually accompanies it, or is a reasonably necessary means for accomplishing it."). See also Imperial Investment Co. v. Rouse, 231 Or. 7, 13-14 (1962) (insurance company's authority to receive payments from the insured on the underwriters' behalf could be inferred from underwriters' authorization to issue policies to the insured under § 71).
Plaintiff concedes CB sold the cattle to Defendant as Plaintiff's agent and on its behalf. Plaintiff has offered no evidence to show its agreements with CB limited CB's inherent authority to collect payments on Plaintiff's behalf for the goods CB sold as Plaintiff's agent. On this summary judgment record, the only reasonable inference that may be drawn is that CB had the authority to receive payments for the cattle on Plaintiff's behalf as its agent. Defendant's payments to CB, therefore, were equivalent to payments to Plaintiff. Considering the facts in the light most favorable to Plaintiff and drawing all reasonable inferences in Plaintiff's favor, the Court finds no genuine issue of material fact exists on the issue of the scope of the agency, and Defendant is entitled to judgment as a matter of law on Plaintiff's claim for goods sold and delivered.
Because Defendant's agency theory is dispositive of Plaintiff's first claim, the Court need not reach Defendant's additional arguments in support of its Motion for Summary Judgment against this claim regarding the extent of the interest that Plaintiff maintained in the cattle after the transfer to CB and the effects of the Food Security Act and Or. Rev. Stat. § 79.6050 on that interest.
Plaintiff's Claim Based on Quantum Meruit
A claim for quantum meruit is based on a quasi-contractual theory of recovery. A quasi-contract is a contract implied by law to "accomplish substantial justice by preventing unjust enrichment." Jacqua v. Nike, Inc., 125 Or. App. 294, 297 (1993) (internal citation omitted). In order to prevail on a claim for quantum meruit or unjust enrichment, a plaintiff must offer evidence that shows: plaintiff conferred a benefit on defendant; defendant was aware it had received a benefit; and, under the circumstances, it would be unjust for defendant to retain the benefit without paying for it. Volt Services Group v. Adecco Employment Services, Inc., 178 Or. App. 121, 133 (2001) (citing Jacqua, 125 Or. App. at 298).It is unclear whether the doctrine of unjust enrichment applies in a case that is otherwise governed by the UCC. See Edward D. Jones Co. v. Mishler, 161 Or. App. 544, 569 (1999). Nonetheless, the Court need not reach this issue because Plaintiff has failed to offer any evidence in support of its claim that Defendant's failure to pay Plaintiff for the cattle has unjustly enriched Defendant. Plaintiff acknowledges Defendant paid the full and reasonable purchase price for the cattle to CB, which was acting as Plaintiff's selling agent.
The fact that Defendant did not pay the purchase price to Plaintiff directly does not confer on Defendant any unjust benefit. In fact, it is the now-absent agent CB that appears to have been unjustly enriched as a result of these transactions. Unjust deprivation is not an element of a quantum meruit claim, and Plaintiff may not recover from this Defendant on the theory that Plaintiff was harmed by its apparently poor choice of a selling agent. Viewing the facts in the light most favorable to Plaintiff, the Court finds Plaintiff has failed to show a genuine issue of material fact sufficient to withstand summary judgment on its claim for unjust enrichment.
CONCLUSION
For the reasons above, Defendant's Motion for Summary Judgment (#14) is GRANTED.
IT IS SO ORDERED.