O'Young
GCN Products, Inc. v. O'Young
Opinion
Lead Opinion
MEMORANDUM *
The district court properly granted summary judgment.
I. Fraud
The misrepresentation required for fraud may be a “false representation, concealment, or non-disclosure.” Bank of the West v. Valley Nat’l Bank of Ariz., 41 F.3d 471 , 477 (9th Cir.1994).
The supplier defendants did not make any actionable affirmative misrepresentations. The invoices in question did not affirmatively state that they did not include commission fees or that the amount charged represented only the supplier’s costs plus profit. In an arm’s length transaction, failure to disclose all components of a final price quote cannot be characterized as an intentional misrepresentation.
The defendants are not hable for fraudulent concealment. Assuming defendants actively concealed or suppressed a material fact, GCN must establish some duty to disclose. The defendants did not owe a fiduciary duty to GCN and did not knowingly aid Kelly in violating his duty to GCN. See In re Mediscan Research, Ltd., 940 F.2d 558, 563 (9th Cir.1991).
Defendants also are not hable for nondisclosure. While a duty to disclose can arise absent a fiduciary or confidential relationship, Karoutas v. Homefed Bank, 232…