Easterday v. Tyson Fresh Meats, Inc

• Court: Court of Appeals for the Ninth Circuit
• Decided: October 31, 2024
• Docket: 23-3836
• Status: Unpublished

Opinion

NOT FOR PUBLICATION FILED UNITED STATES COURT OF APPEALS OCT 31 2024 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT

CODY ALLEN EASTERDAY, No. 23-3836 D.C. No. Plaintiff - Appellant, 4:22-cv-05155-SAB v. MEMORANDUM* TYSON FRESH MEATS, INC.,

Defendant - Appellee.

Appeal from the United States District Court for the Eastern District of Washington Stanley Allen Bastian, District Judge, Presiding

Submitted October 21, 2024** Portland, Oregon

Before: HAMILTON, VANDYKE, and H.A. THOMAS, Circuit Judges.***

Cody Allen Easterday appeals the district court’s dismissal of his First

Amended Complaint (“FAC”) asserting claims under Washington state law against

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. ** The panel unanimously concludes this case is suitable for decision without oral argument. See Fed. R. App. P. 34(a)(2). *** The Honorable David F. Hamilton, United States Circuit Judge for the Court of Appeals, 7th Circuit, sitting by designation. Tyson Fresh Meats, Inc. (“Tyson”) for breach of contract, breach of implied-in-fact

contract, right of accounting based on a joint venture, unjust enrichment, and

promissory estoppel. We have jurisdiction under 28 U.S.C. § 1291. “We review de

novo a district court’s grant of a motion to dismiss under Rule 12(b)(6), ‘accepting

all factual allegations in the complaint as true and construing them in the light most

favorable to the nonmoving party.’” Coronavirus Rep. v. Apple, Inc., 85 F.4th 948,

954 (9th Cir. 2023) (quoting Ebner v. Fresh, Inc., 838 F.3d 958, 962 (9th Cir.

2016)). “We review for abuse of discretion a district court’s dismissal with

prejudice and without leave to amend.” Benavidez v. County of San Diego, 993

F.3d 1134, 1141–42 (9th Cir. 2021). We affirm.

1. Easterday argues that he alleged sufficient facts to show an enforceable

oral contract between him and Tyson. We disagree. In Washington, “[a] valid

contract requires the parties to objectively manifest their mutual assent to all

material terms of the agreement.” P.E. Sys., LLC v. CPI Corp., 289 P.3d 638, 644

(Wash. 2012) (en banc). “[T]he terms assented to must be sufficiently definite.”

Keystone Land & Dev. Co. v. Xerox Corp., 94 P.3d 945, 949 (Wash. 2004) (en

banc). There cannot be an enforceable agreement if a term is so “indefinite that a

court cannot decide just what it means, and fix exactly the legal liability of the

parties.” Id. (quoting Sandeman v. Sayres, 314 P.2d 428, 429 (Wash. 1957)).

While Easterday alleges that it was his understanding that the parties would

2 23-3836 split the profits 50-50, “the unexpressed subjective intention of the parties is

irrelevant.” Multicare Med. Ctr. v. State, Dep’t of Soc. & Health Servs., 790 P.2d

124, 132–33 (Wash. 1990) (en banc), superseded by statute on other grounds as

recognized by Neah Bay Chamber of Com. v. Dep’t of Fisheries, 832 P.3d 1310,

1312 (Wash. 1992) (en banc). Because Easterday does not allege that Tyson

objectively manifested assent to any particular division of profits, he has not

pleaded the existence of an enforceable contract. Easterday claims that his

participation in Tyson’s marketing campaigns cures any alleged indefiniteness, but

this argument fails because his participation did not make the contract “certain in

every respect in which it might have been regarded as uncertain.” Platts v. Arney,

278 P.2d 657, 660 (Wash. 1955); see also Keystone Land, 94 P.3d at 949.

2. Nor did Easterday allege sufficient facts to show an implied-in-fact

contract, which requires a showing that the defendant requested work, the plaintiff

expected payment for that work, and the defendant knew or should have known

about that expectation. Young v. Young, 191 P.3d 1258, 1263 (Wash. 2008) (en

banc). Easterday neither expressed his understanding that the parties would share

in the profits nor demanded payment from Tyson due to his fraudulent invoicing of

ghost cattle. Tyson therefore could not have had actual or constructive knowledge

of Easterday’s expectation of payment.

3. Easterday argues that he alleged sufficient facts to show a right to

3 23-3836 accounting based on an enforceable joint venture. But in the absence of a valid

express or implied contract, this claim fails. See Paulson v. Pierce County, 664

P.2d 1202, 1208 (Wash. 1983) (en banc) (holding that “a contract, express or

implied,” is one of the “essential elements of a joint venture”).

4. The district court correctly held that the unclean hands doctrine barred

Easterday’s unjust enrichment and promissory estoppel claims. As the district court

noted, Easterday “admitted to submitting false and fraudulent invoices for non-

existent cattle” and this fraud “relates directly to the claims he is asserting in his

FAC.” “It is well settled that a party with unclean hands cannot recover in equity.”

Miller v. Paul M. Wolff Co., 316 P.3d 1113, 1117 (Wash. Ct. App. 2014).

5. The district court also did not err in finding that the statute of limitations

barred Easterday’s claims. In Washington, “an action upon a contract or liability,

express or implied, which is not in writing, and does not arise out of any written

instrument” is subject to a three-year statute of limitations. Wash. Rev. Code

§ 4.16.080(3). A cause of action for breach of contract accrues upon breach. 1000

Va. Ltd. P’ship v. Vertecs Corp., 146 P.3d 423, 429 (Wash. 2006) (en banc). A

cause of action for a joint venture claim accrues at the time of exclusion. Malnar v.

Carson, 910 P.2d 455, 459 (Wash. 1996) (en banc).

Here, Tyson’s breach of the alleged oral contract and Easterday’s exclusion

from the alleged joint venture must have occurred by at least November 2015,

4 23-3836 when Easterday did not receive any share of the profits. This was over three years

before Easterday initiated this action. To the extent Easterday argues that there was

a continuing breach, “[n]o Washington case recognizes a continuing breach as

extending the time allowed to bring a suit sounding in contract.” Schreiner Farms,

Inc. v. Am. Tower, Inc., 293 P.3d 407, 411 (Wash. Ct. App. 2013). Tyson’s May

2020 email, moreover, did not serve as an acknowledgement that restarted the

statute of limitations because it neither expressly promised compensation to

Easterday, nor acknowledged that any obligation existed between the parties. Fetty

v. Wenger, 36 P.3d 1123, 1125 (Wash. Ct. App. 2001) (“An effective

acknowledgement must either expressly promise to pay or acknowledge that the

obligation exists.”).

6. The district court did not abuse its discretion in dismissing the FAC with

prejudice and without leave to amend. “A district court acts within its discretion to

deny leave to amend when amendment would be futile, when it would cause undue

prejudice to the defendant, or when it is sought in bad faith.” Chappel v. Lab.

Corp. of Am., 232 F.3d 719, 725–26 (9th Cir. 2000). Given that the statute of

limitations bars Easterday’s claims, amendment would be futile.

AFFIRMED.1

1 Easterday’s motions for judicial notice, Dkt. Nos. 8, 22, are GRANTED.

5 23-3836