MSM Investments Co., LLC v. Carolwood Corp.

MEMORANDUM *

This case involves a contract dispute under Oregon law. MSM Investments Company (“MIC”) claims the district court erred by (1) failing to award an additional $200,000 in damages; (2) granting Bailey and Vidot’s motion for summary judgment on the claim for breach of good faith and fair dealing; (3) failing to issue a permanent injunction prohibiting Carolwood from representing that it holds a license under patents owned by MIC.

*652 We agree with MIC that it was error for the district court to exclude the third $200,000 payment in its calculation of damages. We review de novo a district court’s construction of contract language. See Miller v. Safeco Title Ins. Co., 758 F.2d 364, 367 (9th Cir.1985). Under the terms of the settlement agreement, Carolwood agreed to pay MIC three annual payments of $200,000. Pursuant to Paragraph 12 of the agreement, Carolwood retained the right to withhold the third payment if MIC failed to fulfill certain obligations regarding patent enforcement; the third payment was contingent on MIC’s performance of these duties. Because MIC had fulfilled its part of the contract up to the time of Carolwood’s breach, Carolwood cannot, though…