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Goped Ltd. LLC v. Amazon.Com Inc.

United States District Court, D. Nevada

February 12, 2018

GOPED LTD LLC, Plaintiff,
v.
AMAZON.COM INC., et al., Defendants.

          ORDER

          MIRANDA M. DU UNITED STATES DISTRICT JUDGE.

         I. SUMMARY

         Before the Court are the following motions: (1) Plaintiff GO PED LTD., LLC's (“GP”) Motion for Summary Judgment (ECF No. 28), [1] to which Defendants Amazon.com, Inc. and Amazon Fulfillment Services, Inc. (“Amazon”) responded (ECF No. 36) and GP replied (ECF No. 55); (2) Amazon's Motion for Partial Summary Judgment (ECF No. 29); and (3) Amazon's Motion to Strike (ECF No. 57). The Court has reviewed the responses (ECF Nos. 41, 54, 58) and replies (ECF Nos. 56, 59) relating to the latter motions as well.

         II. BACKGROUND

         This is a contract dispute between GP, a motorized scooter manufacturer, and the online retailer Amazon. GP essentially alleges that Amazon violated the parties' contracts by taking certain discounts and charging certain fees. Amazon seeks indemnification pursuant to the parties' contracts for the costs of an investigation and settlement with the California Air Resources Board (“CARB”) related to the scooter sales.

         The main contract at issue (“Vendor Contract”) established a relationship between Amazon and GP's predecessor, Patmont Motor Werks, Inc. (“Patmont”), whereby GP acted as a vendor to Amazon-Amazon placed orders offering to purchase products, and Patmont could accept or reject the orders. (ECF No. 29 at 7.) The Vendor Contract permitted the addition of various terms over time (“Pricing Terms”) that allowed Amazon to take discounts under certain conditions and to charge fees if Patmont failed to deliver goods on time or at all. (See id.) The Vendor Contract also included an indemnification agreement. (ECF No. 9 at 7.) GP allegedly became a party to the Vendor Contract when it purchased Patmont's assets, “including all rights, obligations, and remedies [Patmont] had under the [Vendor Contract], ” in a bankruptcy sale on March 13, 2015. (ECF No. 1 at 4.)

         1. Pricing Terms

         The Pricing Terms that were incorporated into the Vendor Contract over time included five different kinds of agreements. Under the Allowance Agreements, Amazon received a two-percent discount for waiving its right to return damaged or defective goods. (ECF No. 29 at 9.) Under the Early-Payments Credits Agreements, Amazon received “a two-percent discount if it paid within 60 days (and later in the relationship 30 days).” (Id.) Under the Freight Allowance Agreements, Amazon received a three-percent discount if it paid Patmont's shipping costs. (Id.) Under the MDF/COOP Agreements, Amazon received a five-percent (and later nine-percent) discount for marketing Patmont's products online. (Id.) Under the Chargebacks Agreements, Amazon could charge Patmont for ten percent of the cost of any undelivered products. (Id.)

         GP essentially claims that Amazon wrongfully took discounts and charged fees in violation of these agreements, and its complaint contains claims for (1) declaratory relief under 28 U.S.C. § 2201; (2) violation of the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, 18 U.S.C. §§ 1961 et seq.; (3) common law fraud; (4) deceptive trade practices under NRS §§ 598.0915(9), 598.0915(15), and 598.0923; (5) declaratory relief under NRS § 104.2302(1); (6) violation of Nevada RICO, NRS §§ 207.400 et seq.; and (7) unjust enrichment. (ECF No. 1 at 8-10.)

         2. Indemnification

         Amazon asserted a counterclaim against GP seeking indemnification for costs related to a settlement with the CARB. (ECF No. 9 at 6-7.) The CARB asserted that GP's scooters had not been certified for sale or use in California and violated California regulations governing emission control systems. (Id. at 6.) Amazon settled with the CARB by paying $64, 250 to the California Air Pollution Control Fund. (Id. at 7.) Amazon seeks indemnification for the settlement amount in addition to costs and fees. (Id.)

         III. LEGAL STANDARD

         Summary judgment is appropriate when the pleadings, the discovery and disclosure materials on file, and any affidavits “show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). An issue is genuine “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party, ” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986), and a dispute is material if it could affect the outcome of the suit under the governing law. Id.

         Summary judgment is not appropriate when “reasonable minds could differ as to the import of the evidence.” See Id. at 250-51. “The amount of evidence necessary to raise a genuine issue of material fact is [that which is] enough ‘to require a jury or judge to resolve the parties' differing versions of the truth at trial.'” Aydin Corp. v. Loral Corp., 718 F.2d 897, 902 (9th Cir. 1983) (quoting First Natl Bank of Ariz. v. Cities Serv. Co., 391 U.S. 253, 288-89 (1968)). Decisions granting or denying summary judgment are made in light of the purpose of summary judgment: “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).

         The moving party bears the burden of showing that there are no genuine issues of material fact. Zoslaw v. MCA Distrib. Corp., 693 F.2d 870, 883 (9th Cir. 1982). Once the moving party satisfies the requirements of Rule 56, the burden shifts to the party resisting the motion to “set forth specific facts showing that there is a genuine issue for trial.” Anderson, 477 U.S. at 256. In evaluating a summary judgment motion, a court views all facts and draws all inferences in the light most favorable to the nonmoving party. In re Slatkin, 525 F.3d 805, 810 (9th Cir. 2008). If a party relies on an affidavit or declaration to support or oppose a motion, it “must be made on personal knowledge, set out facts that would be admissible in evidence, and show that the affiant or declarant is competent to testify on the matters stated.” Fed.R.Civ.P. 56(c)(4). The nonmoving party “may not rely on denials in the pleadings but must produce specific evidence, through affidavits or admissible discovery material, to show that the dispute exists, ” Bhan v. NME Hosps., Inc., 929 F.2d 1404, 1409 (9th Cir. 1991), and “must do more than simply show that there is some metaphysical doubt as to the material facts.” Orr v. Bank of Am., 285 F.3d 764, 783 (9th Cir. 2002) (quoting Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986)). “The mere existence of a scintilla of evidence in support of the plaintiff's position will be insufficient . . . .” Anderson, 477 U.S. at 252.

         IV. MOTION FOR PARTIAL SUMMARY JUDGMENT (ECF No. 29)

         Amazon moves for summary judgment on all of GP's claims. (ECF No. 29 at 15.) For the following reasons, the Court grants Amazon's motion.

         A. First and Fifth Claims: Declaratory Relief

         In its first and fifth claims for relief, GP apparently seeks a declaration that both the Vendor Contract and its choice of law provision are unconscionable.[2] (ECF No. 1 at 5-6, 9.) Amazon moves for summary judgment on the ground that the ...


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