Simmons

AMENDED DECISION RE DEFENDANTS DARRIN SIMMONS AND CLEAN AIR PRODUCTS INC.’S MOTION FOR SUMMARY JUDGMENT OR PARTIAL ADJUDICATION (DOC. 114.) AND MOTION FOR SANCTIONS (DOC. 112.)

I. INTRODUCTION.

Plaintiff Thoma,s N. Smith initiated this action on September 19, 2005, and, on April 3, 2008, filed the operative fourth amended complaint (“4thAC”) alleging breach of contract. Plaintiff alleges that Defendants Darrin Simmons (“Simmons”) and Clean Air Products, Inc. (“Clean Air”) breached a 1998 asset purchase agreement and a 2001 referral agreement. Plaintiff claims that Clean Air and Simmons are liable under the agreements either because the corporation and Simmons are alter egos of one another or because Simmons is directly liable as a party.

This matter is before the court on a motion for summary judgment, or in the alternative, summary adjudication pursuant to Rule 56 of the Federal Rules of Civil Procedure. Defendants have also filed a motion for Rule 11 sanctions against Plaintiff and his attorney.

Defendants argue they are entitled to summary judgment or adjudication because: 1) the 1998 contract is void for illegality and lack- of mutuality; and 2) the 2001 contract was…