Washington Potato Company v. J. R. Simplot Company, No. 4:2017cv05032 - Document 60 (E.D. Wash. 2017)
Court Description: ORDER DENYING 21 DEFENDANT'S MOTION FOR A PRELIMINARY INJUNCTION. Signed by Judge Rosanna Malouf Peterson. (AY, Case Administrator)
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, Inc. v. City of L.A., 340 F.3d 810, 813 (9th Cir. 2003)). 20 Otherwise stated, the Ninth Circuit’s “serious questions” consideration survives 21 Winter, “so long as the [movant] also shows that there is a likelihood of irreparable ORDER DENYING DEFENDANT’S MOTION FOR A PRELIMINARY INJUNCTION ~ 3 1 injury and that the injunction is in the public interest.” Alliance for the Wild 2 Rockies, 632 F.3d at 1135. Finally, as with any equitable relief, a preliminary 3 injunction generally is not appropriate where adequate legal remedies are available. 4 See Weinberger v. Romero-Barcelo, 456 U.S. 305, 312 (1982) (“The Court has 5 repeatedly held that the basis for injunctive relief in the federal courts has always 6 been irreparable injury and the inadequacy of legal remedies.”). 7 DISCUSSION 8 Simplot is seeking a preliminary injunction to preserve its fifty percent 9 ownership in Pasco Processing pending resolution of the merits of this case. WPC 10 claims that in early 2017 it bought Simplot’s stake in the company pursuant to a 11 “Members [sic] Option to Purchase on Deadlock” in the Pasco OA.. See ECF No. 12 1-1 at 22 (Pasco OA). Simplot contends that a deadlock never occurred. 13 Likelihood of Success on the Merits 14 Simplot emphasizes that the plain language of the Pasco OA demonstrates 15 Simplot’s probable success on the merits. Both parties point the Court toward 16 “dispositive” provisions of the contract. When called upon to resolve the meaning 17 of words contained in a contract, courts consider each provision in the context of 18 the entire contract and seek to “interpret the contract in a manner that makes the 19 contract internally consistent.” Brobeck, Phleger & Harrison v. Telex Corp., 602 20 F.2d 866, 872 (9th Cir. 1979). However, at this stage, each party has offered 21 competing and contradictory interpretations of the contract, each of which appears ORDER DENYING DEFENDANT’S MOTION FOR A PRELIMINARY INJUNCTION ~ 4 1 meritorious. Therefore, for purposes of a preliminary injunction, Simplot has not 2 demonstrated a strong likelihood of resolution of the merits in its favor. 3 Likelihood of Irreparable Harm 4 Defendant must “demonstrate,” rather than merely allege, the existence of 5 an immediate threatened injury to support preliminary injunctive relief. See 6 Caribbean Marine Servs. Co. v. Baldrige, 844 F.2d 668, 674 (9th Cir. 1988) 7 (emphasis in original). “Speculative injury cannot be the basis for a finding of 8 irreparable harm.” In re Excel Innovations, Inc., 502 F.3d 1086, 1098 (9th Cir. 9 2007). Moreover, mere financial injury “will not constitute irreparable harm if 10 adequate compensatory relief will be available in the course of litigation.” 11 Goldie's Bookstore, Inc. v. Superior Court, 739 F.2d 466, 471 (9th Cir. 1984) 12 (concluding that plaintiff's harm would be easily calculable in damages); see 13 Sampson v. Murray, 415 U.S. 61, 90 (1974) (“The possibility that adequate 14 compensatory or other corrective relief will be available at a later date, in the 15 ordinary course of litigation, weighs heavily against a claim of irreparable harm.”). 16 Defendant indicates that it has suffered injuries that are difficult to reduce to 17 a monetary value by being deprived of its role as a co-owner of Pasco Processing. 18 Defendant also alleges a number of injuries that are threatened by action that 19 Plaintiff may take regarding decreasing or ceasing Pasco Processing’s production 20 for Defendant, but fails to provide evidence of actual harm, including a decrease in 21 having its products processed. Defendant’s submissions for purposes of its ORDER DENYING DEFENDANT’S MOTION FOR A PRELIMINARY INJUNCTION ~ 5 1 preliminary injunction motion arguably demonstrate that Defendant has suffered 2 some harm during the unraveling of its co-ownership relationship with Plaintiff. 3 However, Defendant fails to provide sufficient evidence to support irreparable 4 harm. Rather, the irreparable harm that Defendant alleges is speculative and 5 generally of a nature that can be reduced to monetary damages should Defendant 6 prevail on the merits. 7 Balance of Equities and the Public Interest 8 While Defendant asserts that the “balance of equities and public interest 9 strongly favor resolving this dispute over the ownership of a multimillion dollar 10 business with thousands of employees in an orderly fashion in this Court rather 11 than through unilateral action by WPC,” ECF No. 21 at 10, the Court finds no 12 evidence at this point in the litigation that supports how a preliminary injunction 13 would serve the public interest or how the equities tip sharply toward Defendant. 14 CONCLUSION 15 In sum, Defendant has not made a clear showing that it has suffered 16 irreparable harm to date or that it is likely to experience irreparable injury in the 17 absence of a preliminary injunction. Both parties raised “serious questions” going 18 to the merits, and Defendant did not show that the balance of hardships tips sharply 19 in its favor. Moreover, the “serious questions going to the merits” and the balance 20 of hardships may be weighed particularly heavily in favor of the movant only 21 where the movant already has shown “that there is a likelihood of irreparable ORDER DENYING DEFENDANT’S MOTION FOR A PRELIMINARY INJUNCTION ~ 6 1 injury and that the injunction is in the public interest. Alliance for the Wild 2 Rockies, 632 F.3d at 1135. Here, Defendant showed neither a likelihood of 3 irreparable injury nor the benefit to the public interest. 4 5 6 7 8 Therefore, IT IS SO ORDERED that Defendant’s Motion for a Preliminary Injunction, ECF No. 21, is DENIED. The District Court Clerk is directed to enter this Order and provide copies to counsel. DATED August 1, 2017. 9 10 s/ Rosanna Malouf Peterson ROSANNA MALOUF PETERSON United States District Judge 11 12 13 14 15 16 17 18 19 20 21 ORDER DENYING DEFENDANT’S MOTION FOR A PRELIMINARY INJUNCTION ~ 7
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