United States District Court, D. Nevada
MIRANDA M. DU, UNITED STATES DISTRICT JUDGE
dispute stems from the breakup of a business and disagreement
over the terms of a subsequent settlement agreement. Before
the Court is Defendants-Counterclaimants David M. Semas
(“Semas”) and Metalast International,
Inc.’s (“MII”) (collectively,
“Defendants”) Motion for Partial Summary Judgment
on Counterclaim for Breach of Contract
(“Motion”). (ECF No. 130.) Counter-defendants
Chemeon Surface Technology, LLC, Dean S. Meiling and Madylon
Meiling (collectively, “Chemeon”) have responded
(ECF No. 137) and Defendants have replied (ECF No. 147).
facts as relevant to the claim for breach of contract raised
in the Motion are as follows. MII managed Metalast
International, LLC (“the LLC”) when the LLC was
placed into receivership in April 2013. (ECF No. 137-1 at 5.)
Chemeon’s predecessor acquired the assets of the LLC in
November 2013. (ECF No. 137-6.) Semas filed for bankruptcy
the next month. (ECF No. 137 at 5.) The LLC filed creditor
claims against Semas and initiated an adversary
adversary action, the parties participated in a court
mediated settlement conference on January 27, 2015. (ECF No.
130-1.) The parties reached a settlement, the terms of which
were placed on the record (“Settlement
Agreement”). (ECF No. 130-1.) The terms at issue in the
Settlement Agreement are as follows (“Disputed
That there is a trademark regarding the name Metalast. There
is a dispute regarding ownership. That dispute has been
resolved as follows:
Metalast Surface Technology through the Meilings will
continue to use the mark for 90 days following entry of the
order approving the settlement agreement by Judge Beesley, if
he does approve it. At the end of that 90-day period,
Metalast Surface Technology, the Meilings, and any other
entity in which the Meilings have an interest, will no longer
be able to use the name Metalast in any fashion or manner
whatsoever. Following that 90 days, the mark will be owned by
Mr. and Mrs. Semas, or any entity in which they choose to
transfer that mark.
(ECF No. 130-1 at 6:24-7:11.) On March 11, 2015, Judge
Beesely approved the settlement, triggering the 90 period for
use of “the mark” by the Meilings. (ECF No. 130
at 3.) At the end of that period on June 10, 2015, Chemeon
“continued to use the ‘Metalast’ name on
Chemeon’s website, marking materials” and other
company documents, and referred to Chemeon as “formerly
Metalast.” (Id. at 3.)
Chemeon initiated this action, Defendants asserted
counterclaims. (ECF No. 51.) Defendants seek summary judgment
on its counterclaim for breach of the Settlement Agreement.
purpose of summary judgment is to avoid unnecessary trials
when there is no dispute as to the facts before the
court.” Nw. Motorcycle Ass’n v. U.S.
Dep’t of Agric., 18 F.3d 1468, 1471 (9th Cir.
1994). Summary judgment is appropriate when the pleadings,
the discovery and disclosure materials on file, and any
affidavits “show there is no genuine issue as to any
material fact and that the movant is entitled to judgment as
a matter of law.” Celotex Corp. v. Catrett,
477 U.S. 317, 330 (1986). In evaluating a summary judgment
motion, a court views all facts and draws all inferences in
the light most favorable to the nonmoving party. Kaiser
Cement Corp. v. Fishbach & Moore, Inc., 793 F.2d
1100, 1103 (9th Cir. 1986). “The usual rule of
interpretation of contracts is to read provisions so that
they harmonize with each other, not contradict each other.
That task of construction is for the court.”
Peterson v. Minidoka Cty. Sch. Dist. No. 331, 118
F.3d 1351, 1359 (9th Cir.), amended by 132 F.3d 1258
(9th Cir. 1997).
opposing summary judgment, Chemeon does not suggest that any
disputed facts exist to preclude summary judgment. In fact,
the parties agree that the Settlement Agreement is
unambiguous and may be construed as a matter of law, but they
disagree as to its construction. (ECF No. 137 at 8; ECF No.
147 at 2.) Defendants contend the Settlement Agreement is
unambiguous that Chemeon is absolutely prohibited from using
the “name Metalast in any fashion or manner
whatsoever” after June 10, 2015. (ECF No. 130 at 4-6.)
Chemeon counters that Defendants’ absolute ban
construction is not supported by the express language of the
Settlement Agreement, which addresses the “name”
of the company and not the “mark.” (ECF No. 137
at 10.) Chemeon further argues that even if the Settlement
Agreement supports Defendants’ absolute ban
interpretation, such a construction ignores existing Ninth
Circuit law, leads to an unfair result and infringes on
Chemeon’s First Amendment right to make truthful
commercial speech. (Id. at 11-19.) Chemeon contends
the Settlement Agreement does not prohibit Chemeon from
referring to its past association with Metalast. The Court
agrees with Chemeon that the Settlement Agreement does not
impose an absolute ban on the use of the Metalast name and
accordingly denies Defendants’ Motion as presented.
of a contract is a question of law. See Shelton v.
Shelton, 78 P.3d 507, 510 (Nev. 2003). “A basic
rule of contract interpretation is that ‘[e]very word
must be given effect if at all possible.’”
Musser v. Bank of Am., 964 P.2d 51, 54 (Nev. 1998)
(alteration in original) (quoting Royal Indem. Co. v.
Special Serv. Supply Co., 413 P.2d 500, 502 (Nev.
1966)). Additionally, when construing a contract, a court
should consider the contract as a whole and “should not
interpret a contract so as to make meaningless its
provisions.” Phillips v. Mercer, 579 P.2d 174,
176 (Nev. 1978). Under contract law generally, when a term is
unambiguous, a court must construe it from the language
contained within it. Chwialkowski v. Sachs, 834 P.2d
405, 406 (Nev. 1992). A contract is unambiguous if it is not
susceptible to more than one interpretation. See Margrave
v. Dermody Props., 878 P.2d 291, 293 (Nev. 1994). A
court’s goal is to ...