FMC Technologies, Inc. v. Edwards

Full title: FMC TECHNOLOGIES, INC., successor-in-interest to Design Systems Inc; FMC…

Court: United States Court of Appeals, Ninth Circuit

Date published: Dec 1, 2008

302 F. App'x 577 (9th Cir. 2008)

Opinion

Nos. 07-35662, 07-35695.

Argued and Submitted November 20, 2008.

Filed December 1, 2008.

Appeal from the United States District Court for the Western District of Washington, John C. Coughenour, District Judge, Presiding. D.C. No. CV-05-00946-JCC.

Before: B. FLETCHER and RAWLINSON, Circuit Judges, and EZRA^_, District Judge.

_ The Honorable David A. Ezra, United States District Judge for the District of Hawaii, sitting by designation.

MEMORANDUM^__

__ This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3.

Appellants FMC Technologies and FMC Foodtech, Inc. (FMC) challenge the district court's grant of summary judgment on its fraud claims based on non-reliance language contained in the parties' settlement agreement. FMC also maintains that the district court erroneously dismissed its claims for breach of the duty of good faith and fair dealing.

The district court properly granted summary judgment, as Washington law supports the conclusion that the settlement agreement's non-reliance language precluded FMC's fraud claims. See Kwiatkowski v. Drews, 142 Wash.App. 463, 176 P.3d 510, 519, review denied, 164 Wash.2d 1005, 190 P.3d 54 (2008).

In any event, summary judgment was warranted because "in the context of a contentious adversarial relationship, reliance on misrepresentations or omissions is unreasonable as a matter of law between the parties negotiating a settlement agreement[.]" Id. at 518 (citation omitted).

The district court also properly dismissed FMC's breach of fiduciary duty claims because the settlement agreement's specific contractual terms do not impose a duty to cooperate or a duty to disclose information. See Seattle-First Nat. Bank v. Westwood Lumber, Inc., 65 Wash.App. 811, 829 P.2d 1152, 1156 (1992) ("[T]he duty of good faith does not add substantive terms to the parties' contract. Instead, it requires only that the parties perform in good faith the obligations imposed by their agreement. Thus, the duty arises only in connection with terms agreed to by the parties.") (citation omitted); see also Kwiatkowski 176 P.3d at 518.¹ AFFIRMED.

1 Because we affirm the district court's grant of summary judgment, we do not address Appellees' cross-appeal.