Wolfe v. Flathead Elec. Coop., Inc.

2018 MT 276, 431 P.3d 327, 393 Mont. 312
CourtMontana Supreme Court
DecidedNovember 20, 2018
DocketDA 18-0036
StatusPublished
Cited by5 cases

This text of 2018 MT 276 (Wolfe v. Flathead Elec. Coop., Inc.) is published on Counsel Stack Legal Research, covering Montana Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wolfe v. Flathead Elec. Coop., Inc., 2018 MT 276, 431 P.3d 327, 393 Mont. 312 (Mo. 2018).

Opinion

Justice Ingrid Gustafson delivered the Opinion of the Court.

***313¶ 1 Energy consumer Plaintiffs appeal from various orders granting summary judgment to Flathead Electric Cooperative, Inc. (FEC) in the Eleventh Judicial District Court, Flathead County. We affirm.

***314¶ 2 While Plaintiffs assert multiple issues, the following issue is dispositive of the appeal:

Whether the District Court erred in determining Plaintiffs' claims are barred by the statute of limitations?

FACTUAL AND PROCEDURAL BACKGROUND

¶ 3 FEC is a tax-exempt rural electrical cooperative owned by its members and organized under and governed by the Rural Electric and Telephone Cooperative Act (RETCA). Section 35-18-101, et seq., MCA. Plaintiffs are former members who received electrical services from FEC but have since moved out of FEC's service area. Plaintiffs were FEC members at different times: Zatorowski from 1981 to 1986, Zubko from 1998 to 1999, and Wortman in 2002 only. Plaintiff Wolfe was a member of FEC in 1998 and *329claims service again in 2007 though FEC could not find record of it.

¶ 4 The Plaintiffs' primary assertion1 is FEC's practice of allocating capital credits to each member's capital account but not actually retiring and refunding the capital credits until sometime in the future violates RETCA. Specifically, Plaintiffs assert FEC violates § 35-18-316, MCA, because the statute provides cooperative revenue for each fiscal year must be distributed to the members-which Plaintiffs construe to mean members should annually be receiving a refund-and because FEC did not timely issue any Plaintiff said refund. In this assertion the District Court held Plaintiffs fail to consider that the statute does not provide for annual distribution but rather only provides for distributions "whenever the revenue exceeds the amount necessary" to fund the operations of the cooperative and provide reasonable reserves. Section 35-18-316, MCA.

¶ 5 FEC's bylaws, adopted by its members in 1947, provide its members "shall furnish and contribute to the Cooperative, and the Cooperative shall receive as capital all operating margins." The bylaws then define operating margins as "all funds and amounts, received from its' members ... for the provision of a Cooperative service, that exceed the Cooperative's costs and expenses of providing that service." FEC's bylaws also authorize the periodic retirement of patronage capital. FEC's fiscal year closes December 31. The FEC board meets every month and is presented with the prior fiscal year's financials in February. At that time, the Board determines if there are excess operating margins and whether patronage capital should be retired per ***315§ 35-18-316(1), MCA.

¶ 6 Plaintiffs argue FEC breached its contract (the terms of which are the articles of incorporation, bylaws, rules, and regulations of the cooperative, and RETCA)2 with members and former members by not refunding capital annually. FEC filed a motion for summary judgment asserting the statute of limitations on Plaintiffs' claims had expired. Following full briefing, on December 21, 2017, the District Court granted summary judgment to FEC, ruling in part that Plaintiffs' claims were barred by the statute of limitations. Plaintiffs appeal.

STANDARD OF REVIEW

¶ 7 We review a district court's grant of summary judgment de novo, using the same M. R. Civ. P. 56 criteria applied by the district court. A moving party is entitled to summary judgment when the party demonstrates both the absence of any genuine issues of material fact and entitlement to judgment as a matter of law. Winter v. State Farm Mut. Auto. Ins. Co. , 2014 MT 168, ¶ 9, 375 Mont. 351, 328 P.3d 665.

DISCUSSION

¶ 8 The District Court found Plaintiffs' complaint filed September 1, 2016, was outside the statute of limitations. The parties focus on whether the breach of contract claim's statute of limitations is met as that claim underlies the remaining claims in the complaint. Written contracts have an eight-year statute of limitations. Section 27-2-202(1), MCA. "[T]he period of limitation begins when the claim or cause of action accrues." Section 27-2-102(2), MCA. Plaintiffs filed their complaint September 1, 2016, so any claim or cause of action accruing more than eight years earlier (before September 1, 2008) is barred.

¶ 9 In a breach of contract action accrual begins at breach unless there has been fraudulent concealment; then accrual runs from the time of discovery. Textana, Inc. v. Klabzuba Oil & Gas , 2009 MT 401, ¶ 35, 353 Mont. 442, 222 P.3d 580. Under Plaintiffs' theory of the case, FEC breached its contract with Plaintiffs when FEC failed at its February board meeting to authorize payout of retired capital credits. The latest date on which any of the Plaintiffs' claims *330accrued was in ***316fiscal year 2007,3 for which the board meeting was held in February 2008. Thus, under Plaintiffs' best-case scenario, their complaint was filed beyond the eight-year statute of limitations.

¶ 10 Plaintiffs assert the District Court erred in concluding Plaintiffs' claims are barred by the statute of limitations. Specifically, Plaintiffs argue the statute of limitations has not accrued because 1) FEC's breach is ongoing; 2) the District Court improperly rejected the Plaintiffs' argument regarding fraudulent concealment and the discovery rule; 3) the District Court improperly relied on disputed facts outside the record; and 4) the District Court failed to address Plaintiffs' arguments under § 27-2-409, MCA, which revives a claim on the debtor's acknowledgment or partial payment of a debt.

¶ 11 Plaintiffs argue the statute of limitations has not accrued because FEC's breach is ongoing as FEC votes every year on if and how to pay out retired capital credits. This argument does not refute FEC's position that the latest date each Plaintiff first had knowledge of a breach was as of the board meeting in February 2008. Any breach by FEC after that point is moot because Plaintiffs knew or reasonably should have known of FEC's purported breaches as of February 2008, the latest date the statute of limitations began.

¶ 12 Next, Plaintiffs argue FEC fraudulently concealed retired capital credits.

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Bluebook (online)
2018 MT 276, 431 P.3d 327, 393 Mont. 312, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wolfe-v-flathead-elec-coop-inc-mont-2018.