Multicare Health System v. Maplehurst Bakeries Inc.

MEMORANDUM *

MultiCare Health System, Inc. appeals the magistrate judge’s order granting summary judgment in favor of appellee Maplehurst Bakeries, Inc. on MultiCare’s state law breach of contract claim. We review de novo, Olympic Pipe Line Co. v. City of Seattle, 437 F.3d 872 , 877 n. 11 (9th Cir.2006), and we affirm. The parties are familiar with the facts and we do not repeat them here.

MultiCare bases its cause of action against Maplehurst upon breach of the Payor Agreement, a contract between Benicorp, Inc. and Community Care Network, Inc. MultiCare’s claim fails because Maplehurst is not a party to the Payor Agreement and does not owe MultiCare a duty or payment obligation under the Pay- or Agreement.

MultiCare argues that Maplehurst is bound by the terms of the Payor Agreement because Benicorp acted as Maplehurst’s agent when entering into the contract. We disagree. “An agency relationship generally arises when two parties consent that one shall act under the control of the other.” Rho Co. v. Dep’t of Revenue, 113 Wash.2d 561 , 782 P.2d 986, 991 (1989). The record does not *687 show that Benicorp acted under Maplehurst’s control when entering into the Payor Agreement. To…