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5 UNITED STATES DISTRICT COURT 6 WESTERN DISTRICT OF WASHINGTON AT TACOMA 7 WILLIAM F. HOLEKAMP, Trustee of CASE NO. C24-5658 BHS 8 the WILLIAM F. HOLEKAMP REVOCABLE TRUST, ORDER 9 Plaintiffs, 10 v. 11 WESTPORT LLC, et al., 12 Defendants. 13
THIS MATTER is before the Court on defendant Westport’s motion for partial 14 summary judgment on plaintiff William Holekamp’s breach of contract claim, Dkt. 52. 15 On July 19, 2021, Holekamp and Westport entered into a two-page contract (the 16 Yacht Retrofit Agreement) under which Westport agreed to retrofit Holekamp’s 130-foot 17 yacht for sport fishing. Paragraph three of the Agreement incorporates the attached, 18 detailed five-page cost estimate, named the “Work scope”: 19 Subject to the terms of this Agreement, Westport shall, at its own expense, 20 provide Owner with its assessment of what refit work is to be done, how much it will cost and how long it will take to complete (“Work scope”). The 21 estimate for the Work scope is based on minimal engineering and prior to inspection of the Yacht by Westport. Subject to actual inspection and an 22 1 engineering review, the Work scope may be adjusted (upwards or downwards) as necessary to accomplish the refit work. Work scope has been 2 provided to the Owner in two separate documents dated 11/25/2020 and 6/22/2021, and attached as Exhibit A. 3 Dkt. 52-2 at 2. The work scope includes an itemized list of the work to be performed, 4 along with an estimated cost breakdown for materials, freight, and labor. See id. at 4–7. 5 Several items are listed as “TBD.” Id. at 7–8. Excluding those items, the total estimated 6 cost of the project was $2,387,358.12. Id. 7 Paragraph six of the Agreement provides the estimated yacht delivery date: 8 Owner will deliver Yacht to Westport on or before September 22, 2021 to 9 commence work as outlined in Work scope. Westport agrees to complete the retrofit work and deliver the Yacht by the later of April 30, 2022 or the date 10 adjusted pursuant to this agreement. If unforeseen problems occur, Westport shall have additional time to cure those problems and make delivery. 11 Dkt. 52-2 at 2. The Agreement also includes an integration clause: 12 This Agreement contains (i) the entire understanding of the parties with 13 respect to the Yacht Conditions, Repair Estimates and Repair Work, (ii) supersedes all prior understandings, [and] (iii) it may only be amended by a 14 written instrument duly executed by both parties, . . .
15 Id. Holekamp and Westport’s president signed the Agreement and initialed each work 16 scope page. 17 After the Agreement was signed, Holekamp requested that the retrofit comply with 18 American Bureau of Shipping (“ABS”) standards to maintain the vessel’s ABS class 19 certification. Dkt. 70 at 2. Holekamp was notified that this change would increase the 20 cost but was never told how much, and he was not required to sign a new contract. Dkt. 21 51-1 at 10–11. In addition, Holekamp requested other changes while Westport worked on 22 the yacht. For such requests, a document called an Additional Work Authorization 1 (“AWA”) was sometimes completed. Of the 123 additional items requested, only 24 had 2 a corresponding AWA. Dkt. 62 at 3; see Dkt. 62-2. 3 On July 14, 2022, Westport finished the yacht and returned it to Holekamp, who
4 was not satisfied with the work, the time it took, or the cost. Dkt. 56 at 6. Holekamp sued 5 Westport for negligent misrepresentation, fraud, violation of the Washington Consumer 6 Protection Act (CPA), breach of contract, unjust enrichment, negligence, and breach of 7 warranty. He seeks damages for the cost to complete the work above the initial estimate, 8 and costs to repair and replace equipment. Dkt. 30 at 14.
9 On February 24, 2025, the Court granted Westport’s motion to dismiss 10 Holekamp’s state law tort and CPA claims as precluded by federal maritime law, leaving 11 only his breach of contract and breach of warranty claims. 12 Westport seeks summary judgment on Holekamp’s breach of contract claim. It 13 argues that the “only prices set forth in the [Agreement] were estimates,” and that its
14 “only obligation . . . was to provide estimates, which it did.” Dkt. 52 at 8. Westport 15 emphasizes that the work scope was provided before it had even seen the vessel and 16 before Holekamp had finalized the list of work to be performed. Dkt. 52 at 3, 8. 17 Westport contends it never “committed to do the work for a fixed price,” and the 18 Agreement did not specify the “manner and timing of communications about cost
19 overruns.” Dkt. 61 at 2, 4. It also argues that, although not required, Westport provided 20 Holekamp with a weekly “captain’s review” comparing the initial estimate for each of the 21 work scope items and the actual charges. Id. at 4. Westport also asserts that even if it 22 1 breached the Agreement, summary judgment is still warranted because Holekamp cannot 2 prove that he suffered any damages. Dkt. 52 at 14–15. 3 Holekamp contends that the Agreement is more like an “offer” than an “estimate.”
4 Dkt. 56 at 9. He contends that “Westport offered to perform the retrofit for the price 5 quoted in the Work scope, [he] agreed to it and the parties initialed and attached the 6 Work scope as Exhibit A.” Id. He asserts that “the contract established a firm price for 7 the tasks and equipment listed, and a methodology for changing it.” Id. at 10. Holekamp 8 contends Westport agreed to deliver the completed vessel by April 30, 2022, and its
9 failure to comply with that term caused him pecuniary loss. Id. at 11. 10 DISCUSSION 11 Summary judgment is proper only if the pleadings, the discovery and disclosure 12 materials on file, and any affidavits show that there is no genuine issue as to any material 13 fact and that the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c).
14 The moving party is entitled to judgment as a matter of law when the nonmoving party 15 fails to make a sufficient showing on an essential element of a claim in the case on which 16 the nonmoving party has the burden of proof. Celotex Corp. v. Catrett, 477 U.S. 317, 323 17 (1986). There is no genuine issue of fact for trial where the record, taken as a whole, 18 could not lead a rational trier of fact to find for the nonmoving party. Matsushita Elec.
19 Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986) (nonmoving party must 20 present specific, significant probative evidence, not simply “some metaphysical doubt”). 21 See also Fed. R. Civ. P. 56(e). Conversely, a genuine dispute over a material fact exists 22 if there is sufficient evidence supporting the claimed factual dispute, requiring a judge or 1 jury to resolve the differing versions of the truth. Anderson v. Liberty Lobby, Inc., 477 2 U.S. 242, 253 (1986); T.W. Elec. Serv., Inc. v. Pac. Elec. Contractors Ass’n, 809 F.2d 3 626, 630 (9th Cir. 1987). Conclusory, nonspecific statements in affidavits are not
4 sufficient, and missing facts will not be presumed. Lujan v. Nat’l Wildlife Fed’n, 497 5 U.S. 871, 888-89 (1990). 6 Federal maritime law governs this contract dispute, and it applies the same 7 contract principles as the common law. Clevo Co. v. Hecny Transp., Inc., 715 F.3d 1189, 8 1194 (9th Cir. 2013). To establish breach of a maritime contract, a plaintiff must
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5 UNITED STATES DISTRICT COURT 6 WESTERN DISTRICT OF WASHINGTON AT TACOMA 7 WILLIAM F. HOLEKAMP, Trustee of CASE NO. C24-5658 BHS 8 the WILLIAM F. HOLEKAMP REVOCABLE TRUST, ORDER 9 Plaintiffs, 10 v. 11 WESTPORT LLC, et al., 12 Defendants. 13
THIS MATTER is before the Court on defendant Westport’s motion for partial 14 summary judgment on plaintiff William Holekamp’s breach of contract claim, Dkt. 52. 15 On July 19, 2021, Holekamp and Westport entered into a two-page contract (the 16 Yacht Retrofit Agreement) under which Westport agreed to retrofit Holekamp’s 130-foot 17 yacht for sport fishing. Paragraph three of the Agreement incorporates the attached, 18 detailed five-page cost estimate, named the “Work scope”: 19 Subject to the terms of this Agreement, Westport shall, at its own expense, 20 provide Owner with its assessment of what refit work is to be done, how much it will cost and how long it will take to complete (“Work scope”). The 21 estimate for the Work scope is based on minimal engineering and prior to inspection of the Yacht by Westport. Subject to actual inspection and an 22 1 engineering review, the Work scope may be adjusted (upwards or downwards) as necessary to accomplish the refit work. Work scope has been 2 provided to the Owner in two separate documents dated 11/25/2020 and 6/22/2021, and attached as Exhibit A. 3 Dkt. 52-2 at 2. The work scope includes an itemized list of the work to be performed, 4 along with an estimated cost breakdown for materials, freight, and labor. See id. at 4–7. 5 Several items are listed as “TBD.” Id. at 7–8. Excluding those items, the total estimated 6 cost of the project was $2,387,358.12. Id. 7 Paragraph six of the Agreement provides the estimated yacht delivery date: 8 Owner will deliver Yacht to Westport on or before September 22, 2021 to 9 commence work as outlined in Work scope. Westport agrees to complete the retrofit work and deliver the Yacht by the later of April 30, 2022 or the date 10 adjusted pursuant to this agreement. If unforeseen problems occur, Westport shall have additional time to cure those problems and make delivery. 11 Dkt. 52-2 at 2. The Agreement also includes an integration clause: 12 This Agreement contains (i) the entire understanding of the parties with 13 respect to the Yacht Conditions, Repair Estimates and Repair Work, (ii) supersedes all prior understandings, [and] (iii) it may only be amended by a 14 written instrument duly executed by both parties, . . .
15 Id. Holekamp and Westport’s president signed the Agreement and initialed each work 16 scope page. 17 After the Agreement was signed, Holekamp requested that the retrofit comply with 18 American Bureau of Shipping (“ABS”) standards to maintain the vessel’s ABS class 19 certification. Dkt. 70 at 2. Holekamp was notified that this change would increase the 20 cost but was never told how much, and he was not required to sign a new contract. Dkt. 21 51-1 at 10–11. In addition, Holekamp requested other changes while Westport worked on 22 the yacht. For such requests, a document called an Additional Work Authorization 1 (“AWA”) was sometimes completed. Of the 123 additional items requested, only 24 had 2 a corresponding AWA. Dkt. 62 at 3; see Dkt. 62-2. 3 On July 14, 2022, Westport finished the yacht and returned it to Holekamp, who
4 was not satisfied with the work, the time it took, or the cost. Dkt. 56 at 6. Holekamp sued 5 Westport for negligent misrepresentation, fraud, violation of the Washington Consumer 6 Protection Act (CPA), breach of contract, unjust enrichment, negligence, and breach of 7 warranty. He seeks damages for the cost to complete the work above the initial estimate, 8 and costs to repair and replace equipment. Dkt. 30 at 14.
9 On February 24, 2025, the Court granted Westport’s motion to dismiss 10 Holekamp’s state law tort and CPA claims as precluded by federal maritime law, leaving 11 only his breach of contract and breach of warranty claims. 12 Westport seeks summary judgment on Holekamp’s breach of contract claim. It 13 argues that the “only prices set forth in the [Agreement] were estimates,” and that its
14 “only obligation . . . was to provide estimates, which it did.” Dkt. 52 at 8. Westport 15 emphasizes that the work scope was provided before it had even seen the vessel and 16 before Holekamp had finalized the list of work to be performed. Dkt. 52 at 3, 8. 17 Westport contends it never “committed to do the work for a fixed price,” and the 18 Agreement did not specify the “manner and timing of communications about cost
19 overruns.” Dkt. 61 at 2, 4. It also argues that, although not required, Westport provided 20 Holekamp with a weekly “captain’s review” comparing the initial estimate for each of the 21 work scope items and the actual charges. Id. at 4. Westport also asserts that even if it 22 1 breached the Agreement, summary judgment is still warranted because Holekamp cannot 2 prove that he suffered any damages. Dkt. 52 at 14–15. 3 Holekamp contends that the Agreement is more like an “offer” than an “estimate.”
4 Dkt. 56 at 9. He contends that “Westport offered to perform the retrofit for the price 5 quoted in the Work scope, [he] agreed to it and the parties initialed and attached the 6 Work scope as Exhibit A.” Id. He asserts that “the contract established a firm price for 7 the tasks and equipment listed, and a methodology for changing it.” Id. at 10. Holekamp 8 contends Westport agreed to deliver the completed vessel by April 30, 2022, and its
9 failure to comply with that term caused him pecuniary loss. Id. at 11. 10 DISCUSSION 11 Summary judgment is proper only if the pleadings, the discovery and disclosure 12 materials on file, and any affidavits show that there is no genuine issue as to any material 13 fact and that the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c).
14 The moving party is entitled to judgment as a matter of law when the nonmoving party 15 fails to make a sufficient showing on an essential element of a claim in the case on which 16 the nonmoving party has the burden of proof. Celotex Corp. v. Catrett, 477 U.S. 317, 323 17 (1986). There is no genuine issue of fact for trial where the record, taken as a whole, 18 could not lead a rational trier of fact to find for the nonmoving party. Matsushita Elec.
19 Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986) (nonmoving party must 20 present specific, significant probative evidence, not simply “some metaphysical doubt”). 21 See also Fed. R. Civ. P. 56(e). Conversely, a genuine dispute over a material fact exists 22 if there is sufficient evidence supporting the claimed factual dispute, requiring a judge or 1 jury to resolve the differing versions of the truth. Anderson v. Liberty Lobby, Inc., 477 2 U.S. 242, 253 (1986); T.W. Elec. Serv., Inc. v. Pac. Elec. Contractors Ass’n, 809 F.2d 3 626, 630 (9th Cir. 1987). Conclusory, nonspecific statements in affidavits are not
4 sufficient, and missing facts will not be presumed. Lujan v. Nat’l Wildlife Fed’n, 497 5 U.S. 871, 888-89 (1990). 6 Federal maritime law governs this contract dispute, and it applies the same 7 contract principles as the common law. Clevo Co. v. Hecny Transp., Inc., 715 F.3d 1189, 8 1194 (9th Cir. 2013). To establish breach of a maritime contract, a plaintiff must
9 demonstrate “‘(1) the existence of an agreement, (2) adequate performance of the 10 contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages.’” 11 Holcim Canada Holdings LLC v. Barge Eagle, Inc., 737 F.Supp.3d 1106, 1110–11 (W.D. 12 Wash. 2024) (quoting Eternity Global Master Fund Ltd. v. Morgan Guar. Trust Co. of 13 N.Y., 375 F.3d 168, 177 (2d Cir. 2004)). The first factor, the existence of an agreement,
14 depends on mutual assent, meaning an offer and acceptance between the contracting 15 parties. Wilson v. Huuuge, Inc., 944 F.3d 1212, 1219 (9th Cir. 2019) (citing Weiss v. 16 Lonnquist, 153 Wn. App. 502, 511, 224 P.3d 787 (2009). An enforceable contract 17 requires a “meeting of the minds” on the essential terms of the parties’ agreement. 18 McEachern v. Sherwood & Roberts, Inc., 36 Wn. App. 576, 579, 675 P.2d 1266 (1984)
19 (citation modified). 20 Generally, a court’s interpretation of a contract is a “mixed question of law and 21 fact.” Miller v. Safeco Title Ins. Co., 758 F.2d 364, 367 (9th Cir. 1985). “When the 22 district court's decision is based on analysis of the contractual language and an 1 application of the principles of contract interpretation, that decision is a matter of law.” 2 Id.; see also Breaux v. Halliburton Energy Serv., 562 F.3d 358, 364 (5th Cir. 2009) 3 (quoting Foreman v. Exxon Corp., 770 F.2d 490, 496 (5th Cir. 1985) (“Where ‘the
4 written instrument is so worded that it can be given a certain definite legal meaning or 5 interpretation, then it is not ambiguous, and this Court will construe the contract as a 6 matter of law.’”)). 7 Westport argues that Holekamp fails to establish the first element of a breach of 8 contract claim. It asserts that nothing in the parties’ signed Agreement required it to
9 perform the retrofit work at a fixed price and absent that, it cannot be held liable for 10 breach. The Court agrees. 11 Holekamp claims that the “cost to complete the retrofit exceeded the cost estimate 12 under the Contract by $2,257,795.04.” Dkt. 30 at 12. But that is the point, the figure was 13 only an estimate. The Court acknowledges that the Agreement’s use of the term
14 “estimate,” by itself, is not dispositive; the term’s legal effect depends on context. See 15 Shahar v. Hotwire, Inc., No. 12-CV-06027-JSW, 2013 WL 3877785, at *4 (N.D. Cal. 16 July 25, 2013). Here, however, the Agreement makes clear that Westport intended to 17 provide only a projected cost, not a firm, fixed price commitment. Instead, the Agreement 18 expressly permitted the cost to be adjusted “upwards or downwards[] as necessary to
19 accomplish the refit work” and left certain costs “to be determined.” Dkt. 52-2 at 2, 7–8. 20 21 22 1 This makes sense because Westport provided its estimate before it even saw the yacht, 2 and before Holekamp requested ABS compliance1 and other changes. 3 Holekamp argues the Agreement required changes to any material term within the
4 work scope to be amended only by “written amendment signed by both parties,” such as 5 through an AWA. Dkt. 56 at 10. He asserts that Westport breached the Agreement by 6 failing to provide AWA’s for each change in the work scope. 7 This argument misreads the Agreement. A variation between an estimate and the 8 final cost does not alter the Agreement; indeed, the Agreement expressly anticipates and
9 permits such changes. See Dkt. 52-2 (“[T]he Work scope may be adjusted (upwards or 10 downwards) as necessary to accomplish the retrofit work.”). Moreover, the Agreement 11 does not reference or require AWAs for alterations. If it did, the parties would have been 12 required to execute an AWA even when the final cost was less than the estimate, a result 13 neither party would reasonably demand. Holekamp cannot establish breach where he
14 identifies no firm price term, acknowledges the Agreement was only an estimate, and 15 cites no provision requiring any particular method or timing for notifying him of cost 16 differences. 17 This interpretation is further supported by the parties’ conduct. Westport provided 18 weekly “captain’s reviews” itemizing estimated and actual costs. There is no evidence
19 Holekamp objected to any differences, was unaware of those costs, or required an AWA 20 21 1 Westport’s president Wakefield testified that ABS compliance was the “most 22 significant” reason that the retrofit cost exceeded the original estimate. Dkt. 62 at 2. 1 approving the changes.2 If Holekamp had a concern about those numbers or considered 2 the reports insufficient, he could have objected sooner. 3 Neither can Holekamp establish breach of contract for delivering the yacht in July
4 2022. The Agreement states, “Westport agrees to complete the retrofit work and deliver 5 the Yacht by the later of April 30, 2022 or the date adjusted pursuant to this agreement. If 6 unforeseen problems occur, Westport shall have additional time to cure those problems 7 and make delivery.” Dkt. 52-2 at 2. Nowhere in the contract does Westport promise to 8 have the project complete by a specific date. For a contract term to be enforceable, it
9 must be sufficiently definite to allow the court “to determine whether a breach has 10 occurred and to identify an appropriate remedy.” U Street Music Hall, LLC v. JRC 11 Standard Properties, LLC, 285 A.3d 1250, 1255-56 (D.C. 2022). Holekamp fails to meet 12 that burden. 13 Finally, Holekamp fails to prove damages. Absent a contractual provision
14 requiring completion of the yacht by a specific date, he has no basis to require Westport 15 to bear the costs of a voluntary trip planned during that period. Holekamp was likely 16 aware of any delay; his representative was on site and received regular updates. 17 Westport’s motion for summary judgment, Dkt. 52, on Holekamp’s breach of 18 contract claim is GRANTED.
19 Because the parties’ Local Rule 37 expedited joint motion for discovery, Dkt. 70, 20 relates only to the breach of contract claim, and not to Holekamp’s remaining breach of 21 2 Of the 123 additional work items requested by Holekamp, 99 have no corresponding 22 AWA. Dkt. 62 at 3. 1 warranty claim, it is DENIED as moot. 2 IT IS SO ORDERED. 3 Dated this 23rd day of April, 2026. A 4 5 BBEENNJJAAMMIINN HH.. SSEETTTTLLEE 6 UUnniitteedd SSttaatteess DDiissttrriicctt JJuuddggee
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