United States District Court, D. Nevada
ORDER GRANTING IN PART AND DENYING IN PART THE
PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT ON THE
DEFENDANT'S COUNTERCLAIMS (ECF No. 76)
P. GORDON UNITED STATES DISTRICT JUDGE
Nedra Wilson worked for defendant Nevada Affordable Housing
Assistance Corporation (NAHAC) as its controller. After she
was fired, she filed this lawsuit against NAHAC, alleging
race discrimination and retaliation. In response, NAHAC filed
counterclaims against Wilson for breach of contract, breach
of the implied covenant of good faith and fair dealing, and
breach of fiduciary duty.
moves for summary judgment on the counterclaims. As to the
two contract-based claims, Wilson argues there is no contract
between the parties that would allow for NAHAC to recover
damages for a breach. Wilson also argues that even if a
contract existed, NAHAC has not suffered any damages. As to
the breach of fiduciary duty claim, Wilson argues that she
did not breach a duty of loyalty to NAHAC because there is no
evidence she engaged in self-dealing.
responds that the controller job description, the employee
handbook, and a TreasuryEdge Security Admin ID Authorization
form were contractual obligations that Wilson breached. NAHAC
contends she breached these agreements by improperly
releasing a wire transfer, sharing her bank
token with other employees, and various other
alleged performance failures. According to NAHAC, Wilson was
a “faithless servant” who thus is not entitled to
compensation for work done in violation of her duty of
loyalty. NAHAC also argues it suffered damages in the form of
salaries of employees who had to fix the mistakes Wilson
allegedly made. Finally, as to the breach of fiduciary duty
claim, NAHAC argues Wilson owed a fiduciary duty as an
employee to not disclose or misuse her employer's
confidential information. NAHAC contends Wilson breached that
duty when she did not safeguard her bank token and instead
let other employees use it.
parties are familiar with the facts of this case and I will
not repeat them in detail here. I grant Wilson's motion
on the claims for breach of the implied covenant of good
faith and fair dealing and breach of fiduciary duty. I deny
it as to the breach of contract claim.
judgment is appropriate if the pleadings, discovery
responses, and affidavits demonstrate “there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a), (c). A fact is material if it “might affect the
outcome of the suit under the governing law.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986). An issue is genuine if “the evidence is such
that a reasonable jury could return a verdict for the
nonmoving party.” Id.
party seeking summary judgment bears the initial burden of
informing the court of the basis for its motion and
identifying those portions of the record that demonstrate the
absence of a genuine issue of material fact. Celotex
Corp. v. Catrett, 477 U.S. 317, 323 (1986). The burden
then shifts to the non-moving party to set forth specific
facts demonstrating there is a genuine issue of material fact
for trial. Fairbank v. Wunderman Cato Johnson, 212
F.3d 528, 531 (9th Cir. 2000). I view the evidence and
reasonable inferences in the light most favorable to the
non-moving party. James River Ins. Co. v. Hebert Schenk,
P.C., 523 F.3d 915, 920 (9th Cir. 2008).
Breach of Contract
argues that there is no contract between the parties. She
also argues NAHAC suffered no damages from a breach. NAHAC
responds that the parties were in an at-will employment
relationship that Nevada treats as contractual. NAHAC also
argues that various documents, such as the job description,
the employee handbook, and the TreasuryEdge Security Admin ID
Authorization form (which sets forth who at NAHAC would have
bank token rights to deposit or release funds with Bank of
New York Mellon), constitute a contract. NAHAC asserts
damages in the form of the salary of employees who had to fix
Wilson's alleged errors.
breach of contract claim under Nevada law requires “(1)
the existence of a valid contract, (2) a breach by the
defendant, and (3) damage as a result of the breach.”
Med. Providers Fin. Corp. II v. New Life Centers,
L.L.C., 818 F.Supp.2d 1271, 1274 (D. Nev. 2011)
(quotation omitted). Generally, a contract is valid and
enforceable if there has been “an offer and acceptance,
meeting of the minds, and consideration.” May v.
Anderson, 119 P.3d 1254, 1257 (Nev. 2005). Under Nevada
law, an at-will employment agreement is a contract.
D'Angelo v. Gardner, 819 P.2d 206, 211-12 (Nev.
1991) (“Employment contracts are ordinarily and
presumably contracts which are terminable at will . . .
.”) (emphasis omitted).
Wilson was offered the job of controller on January 17, 2014.
ECF No. 76-5. She accepted the offer of at-will employment by
signing the offer and job description and by working for
NAHAC as controller. ECF Nos. 76-5, 76-8. Under Nevada law,
the at-will employment relationship is contractual. See
Baldonado v. Wynn Las Vegas, LLC, 194 P.3d 96, 105-06
(Nev. 2008) (en banc); D'Angelo v. Gardner, 819
P.2d at 211-12. NAHAC therefore has presented evidence of a
valid contract between the parties.
argues that because NAHAC could unilaterally change the terms
of her job duties, no bilateral contract was formed. But the
Supreme Court of Nevada has rejected this proposition.
Baldonado, 194 P.3d at 105-06 (“[W]e also have
established that employers may unilaterally modify the terms
of an at-will employment arrangement in prospective fashion;
the employee's continued employment constitutes
sufficient consideration for the modification.”).
Wilson argues there is no evidence of damages. However, NAHAC
has presented evidence that it incurred expenses in
correcting various errors Wilson made during her tenure.
See ECF Nos. 79 at 70-72; 80; see also Colorado
Environments, Inc. v. Valley Grading Corp., 779 P.2d 80,
84 (Nev. 1989) (contract damages “are intended to place
the nonbreaching party in as good a position as if the
contract had been performed”); Restatement (Second) of
Contracts § 347 (1979) (contract damages include
“(a) the loss in value to [the nonbreaching party] of
the other party's performance caused by its failure or
deficiency, plus (b) any other loss, including incidental or
consequential loss, ...