Opinion
No. CIV. S-04-1999 LKK/PAN.
March 23, 2006
ORDER
On September 17, 2004, plaintiff, Stockton Executive Limousine Charter Services ("Stockton Executive"), filed a second amended complaint against defendants Union Pacific Railroad Co. (UPRC or "Union Pacific"), Crew Transport Services Inc. (CTS), and Rezenberger, Inc. alleging four causes of action: (1) violation of § 17200 of the California Business Professions Code (against all defendants); (2) intentional interference with prospective economic advantage (against CTS and Rezenberger); (3) intentional interference with contract (against CTS and Rezenberger); and (4) breach of contract (against Union Pacific).
The matter is before the court on motions for summary judgment filed by defendants UPRC and Rezenberger. On February 26, 2006, plaintiff requested that the court grant Rezenberger's motion for summary judgment as to all claims. The court will do so, and accordingly, this order will not discuss the claims as they relate to Rezenberger.
At oral argument, counsel for plaintiff also conceded the statute of limitations arguments raised by Rezenberger in their papers.
On March 1, 2006, the parties stipulated to dismiss claims against CTS with prejudice. Consequently, the only claims left in this litigation relate to Union Pacific (§ 17200 and breach of contract). Thus, the court will only discuss Union Pacific's motion for summary judgment.
I. UNDISPUTED FACTS
Unless otherwise noted, facts are undisputed for purposes of this motion.
On May 15, 1979, Western Pacific Railroad ("Western Pacific") entered into an agreement with Executive Limousine to provide Western Pacific with transportation of its employees and crews from Stockton, California, to points designated by Western Pacific.
The entire contract reads as follows:
AGREEMENT TO PROVIDE TRANSPORTATION SERVICES
EXECUTIVE LIMOUSINES, a California corporation, hereby agrees to provide WESTERN PACIFIC and WESTERN PACIFIC hereby agrees to engage EXECUTIVE LIMOUSINES to transport railroad employees and crews from Stockton, California, to points designated by WESTERN PACIFIC. As compensation WESTERN PACIFIC agrees to pay EXECUTIVE LIMOUSINES, ONE DOLLAR ($1.00) per railroad mile. WESTERN PACIFIC recognizes that EXECUTIVE LIMOUSINES is purchasing substantial equipment in reliance on this agreement and therefore agrees to give EXECUTIVE LIMOUSINES the exclusive right to transport WESTERN PACIFIC crews from Stockton, so long as EXECUTIVE LIMOUSINES is physically capable of providing this service.
The contract was signed by Ken Maybury of Western Pacific and Tom Daniels of Executive Limousines. Ex. A, Pl.'s Second Amended Complaint ("SAC").
The parties agree that Stockton Executive and Union Pacific are the successors-in-interest to Executive Limousines and Western Pacific, respectively. Ex. 1, Pl.'s SAC, Bowman Dep. at 101:13-101:15. Stockton Executive continued to provide transportation services for Union Pacific train crews after Union Pacific merged with Western Pacific and Southern Pacific. Bowman Dep. at 118:1-12; 136:19-25.
Donald Bowman, Stockton Executive's vice-president, explained that his mother, Caroline Bowman, purchased Executive Limousines in about 1990, which ultimately became Stockton Executive. Bowman Dep. at 18:3-6; 27:11-15; 39:8-15. After 1990, Mecca Equipment Corporation "absorbed" Stockton Executive. Caroline Bowman formed Mecca as a vehicle to manage her business interests, which also include a taxi company and a saloon. Bowman Dep. at 24:25-25:17.
In 1982, the former interstate Commerce Commission approved a merger between Union Pacific and Western Pacific. Ex. 3, Pl.'s SAC; Ex. 1, SAC, Union Pacific's Answer to SAC at ¶¶ 4-5. In August 1996, the Surface Transportation Board approved a merger between Union Pacific and Southern Pacific Transportation Company. See 1996 WL 467636, Surface Transportation Board Decision (August 6, 1996).
From the inception of the 1979 contract through 1996, Stockton Executive and Union Pacific agreed to set new rates from time to time for Stockton Executive's services. Howe Dec. at ¶ 3. Stockton Executive expanded its fleet of transportation vehicles in response to Union Pacific's request for service under the Agreement. Howe Dec. ¶ 5. At no time between 1982 and 2001 was a distinction made between Western Pacific or Union Pacific rail runs. Howe Dec. ¶ 5. From the mid-1990s through termination of the contract in June 2001, Stockton unilaterally set new rates at least once for its services and added charges for driver waiting time. Howe Dep., at 97:6-98:2; Brandon Dec., Ex. 4 to Howe Dep. From 1991 to 1996, Union Pacific compensated Stockton Executive at a rate of $1.48 per railroad mile for transportation services and $12.00 per hour for waiting time. Howe Dec. at ¶ 6.
On or about April 23, 1996, Stockton Executive proposed a rate increase from $1.48 to $1.57 per railroad mile for transportation services and from $12.00 to $17.00 per hour waiting time. Howe Dec. at 2; Brandon Dec., Ex. 4 to Howe Dep. Union Pacific did not agree to these new rates or added charges. Ferrell Dec. at 2; Howe Dep. at 97:6-98:2. Union Pacific notified Stockton Executive that it did not agree to the rate increase by letter dated May 17, 1996 from Robin Robinson, General Manager of Crew Transport Services, Inc. ("CTS"), Union Pacific's agent. Howe Dec. ¶ 7. At that time, CTS sent a letter to Stockton Executive asking it to sign an agreement which provided for new terms. Ex. 5, Howe Dep.
Stockton Executive's performance under the contract, i.e., transportation services for Union Pacific crews and employees continued uninterrupted until Union Pacific terminated the Agreement effective August 8, 2001. Howe Dec. at ¶ 9. On June 8, 2001, Union Pacific terminated the 1979 contract based, in part, on Stockton Executive's charges. Ferrell Dec. at 2.
Ferrell explains that he wrote a letter to Stockton Executive cancelling their contract. As explained in the letter, the reasons why the contract was terminated, included: (1) numerous safety complaints from Union Pacific train crew employees about the safety deficiencies of the vehicles used by Stockton, (2) numerous performance issues where Stockton's vehicles were late in picking up and delivering crews, (3) Stockton's failure to agree to a contract with specific safety, insurance, operating and indemnity language, all of which was lacking in the Stockton/Western Pacific contract and (4) Stockton charging rates that were higher than existing rates for the Stockton, CA area offered by other carriers. Stockton also billed Union Pacific for wait time not specified in the contract. Ferrell Dec. at 2.
According to Stockton Executive, it has, at all times, been "physically capable of providing transportation services to Union Pacific, its crews and employees and continues to be physically capable of such performance today." Howe Dec. at ¶ 10. The contract, executed on May 15, 1979, is the only written agreement that exists between Stockton Executive and Union Pacific. Bowman Dep. at 100:13-101:15, 118:1-12. The contract has never been modified in writing.
II. SUMMARY JUDGMENT STANDARDS UNDER FED. R. CIV. P. 56
Summary judgment is appropriate when it is demonstrated that there exists no genuine issue as to any material fact, and that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); See also Adickes v. S.H. Kress Co., 398 U.S. 144, 157 (1970); Secor Limited v. Cetus Corp., 51 F.3d 848, 853 (9th Cir. 1995).
Under summary judgment practice, the moving party
[A]lways bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any," which it believes demonstrate the absence of a genuine issue of material fact.Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).
"[W]here the nonmoving party will bear the burden of proof at trial on a dispositive issue, a summary judgment motion may properly be made in reliance solely on the `pleadings, depositions, answers to interrogatories, and admissions on file.'" Id. Indeed, summary judgment should be entered, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial. See id. at 322. "[A] complete failure of proof concerning an essential element of the nonmoving party's case necessarily renders all other facts immaterial." Id. In such a circumstance, summary judgment should be granted, "so long as whatever is before the district court demonstrates that the standard for entry of summary judgment, as set forth in Rule 56(c), is satisfied." Id. at 323.
If the moving party meets its initial responsibility, the burden then shifts to the opposing party to establish that a genuine issue as to any material fact actually does exist.Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986); See also First Nat'l Bank of Ariz. v. Cities Serv. Co., 391 U.S. 253, 288-89 (1968); Secor Limited, 51 F.3d at 853.
In attempting to establish the existence of this factual dispute, the opposing party may not rely upon the denials of its pleadings, but is required to tender evidence of specific facts in the form of affidavits, and/or admissible discovery material, in support of its contention that the dispute exists. Fed.R.Civ.P. 56(e); Matsushita, 475 U.S. at 586 n. 11; See also First Nat'l Bank, 391 U.S. at 289; Rand v. Rowland, 154 F.3d 952, 954 (9th Cir. 1998). The opposing party must demonstrate that the fact in contention is material, i.e., a fact that might affect the outcome of the suit under the governing law, Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986); Owens v. Local No. 169, Assoc. of Western Pulp and Paper Workers, 971 F.2d 347, 355 (9th Cir. 1992) (quoting T.W. Elec. Serv., Inc. v. Pacific Elec. Contractors Ass'n, 809 F.2d 626, 630 (9th Cir. 1987), and that the dispute is genuine, i.e., the evidence is such that a reasonable jury could return a verdict for the nonmoving party, Anderson, 477 U.S. 248-49; see also Cline v. Industrial Maintenance Engineering Contracting Co., 200 F.3d 1223, 1228 (9th Cir. 1999).
In the endeavor to establish the existence of a factual dispute, the opposing party need not establish a material issue of fact conclusively in its favor. It is sufficient that "the claimed factual dispute be shown to require a jury or judge to resolve the parties' differing versions of the truth at trial."First Nat'l Bank, 391 U.S. at 290; See also T.W. Elec. Serv., 809 F.2d at 631. Thus, the "purpose of summary judgment is to `pierce the pleadings and to assess the proof in order to see whether there is a genuine need for trial.'" Matsushita, 475 U.S. at 587 (quoting Fed.R.Civ.P. 56(e) advisory committee's note on 1963 amendments); see also International Union of Bricklayers Allied Craftsman Local Union No. 20 v. Martin Jaska, Inc., 752 F.2d 1401, 1405 (9th Cir. 1985).
In resolving the summary judgment motion, the court examines the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any. Rule 56(c); See also In re Citric Acid Litigation, 191 F.3d 1090, 1093 (9th Cir. 1999). The evidence of the opposing party is to be believed, see Anderson, 477 U.S. at 255, and all reasonable inferences that may be drawn from the facts placed before the court must be drawn in favor of the opposing party, see Matsushita, 475 U.S. at 587 (citing United States v. Diebold, Inc., 369 U.S. 654, 655 (1962) (per curiam)); See also Headwaters Forest Defense v. County of Humboldt, 211 F.3d 1121, 1132 (9th Cir. 2000). Nevertheless, inferences are not drawn out of the air, and it is the opposing party's obligation to produce a factual predicate from which the inference may be drawn. See Richards v. Nielsen Freight Lines, 602 F. Supp. 1224, 1244-45 (E.D. Cal. 1985), aff'd, 810 F.2d 898, 902 (9th Cir. 1987).
Finally, to demonstrate a genuine issue, the opposing party "must do more than simply show that there is some metaphysical doubt as to the material facts. . . . Where the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party, there is no `genuine issue for trial.'"Matsushita, 475 U.S. at 587 (citation omitted).
III. ANALYSIS
Union Pacific moves for summary judgment on both claims brought against it. As I explain below, Union Pacific's motion must be denied in part and granted in part as to the breach of contract claim, and granted as to the Business and Professions Code § 17200 claim.
A. BREACH OF CONTRACT CLAIM
In its second amended complaint, Stockton Executive avers that Union Pacific breached the 1979 contract in three ways, by:
"a. engaging transportation companies other than Stockton Executive, which pursuant to the 1979 contract, should have been performed exclusively by Stockton Executive;
b. preventing Stockton Executive from providing transportation services for UPRC employees traveling from Stockton;
c. Purporting to cancel the 1979 contract while Stockton Executive remained "physically capable of providing this service," in violation of the terms of the 1979 contract."
SAC at 9.
Defendant argues that it is entitled to summary adjudication as to the breach of contract claim for several reasons. I turn to Union Pacific's contentions below.
1. Was Union Pacific Entitled to Terminate the Contract?
Stockton Executive alleges in its SAC, inter alia, that Union Pacific breached the 1979 contract by "[p]urporting to cancel the 1979 contract" while Stockton Executive remained "physically capable of providing this service." SAC at 9. Union Pacific, on the other hand, urges this court to grant summary judgment in its favor because it argues that because Stockton Executive "materially breached the Contract when it unilaterally increased the rates and fees," Union Pacific was entitled to terminate the contract. Mot. at 6. Union Pacific's argument, however, is belied by the undisputed facts.
Cal. Civ. Code § 1689 permits the rescission of a contract "[i]f the consideration for the obligation of the rescinding party fails, in whole or in part, through the fault of the party as to whom he rescinds." As Union Pacific points out, California courts have applied this provision to entitle a party to rescind a contract when one party's "default in performance went to the very root of the consideration bargained for," such that the "breach amounted to a failure of consideration." See, e.g., Wilson v. Corrugated Kraft, 117 Cal.App.2d 691, 696 (1963). Defendant relies on Wilson to argue that Stockton Executive did not have a unilateral right to set new rates for its services and driver waiting time, which justified Union Pacific's termination of the contract.
The court notes that Wilson v. Corrugated Kraft, 117 Cal.App.2d 691, 696 (1963) is distinguishable from the instant case. There, the plaintiff agreed to buy from the defendant, a box manufacturer, all of its requirements for corrugated paper products. Defendant cancelled the contract when plaintiff began to purchase products from other sources. The court explained that plaintiff "wilfully departed from a fundamental obligation under the contract" by actually purchasing products from another manufacturer. In the instant case, although plaintiff sent a letter purporting to raise rates for its services, when defendant refused to pay the new rates, plaintiff did not attempt to enforce the higher rates, but continued to perform so that it cannot be said that plaintiff did "wilfully depart from a fundamental obligation under the contract" to perform as promised.
The court cannot agree that Stockton Executive materially breached the contract by requesting higher rates than previously agreed in the 1979 contract justifying rescission of the contract. The parties' subsequent course of performance undermines defendant's contention that plaintiff breached the contract by raising their service rates and waiting time charges. The record reflects that Stockton Executive's attempt to raise service rates and waiting time charges was promptly rejected by Union Pacific, at which point the parties continued to perform the contract based on previous terms. Stockton Executive did not stop its services when defendant refused to pay the new rates it proposed, nor did it insist on enforcing the new rates. Rather, it continued to provide services and accepted the previously agreed upon rates. The facts do not demonstrate that Stockton Executive denied the defendant the benefit of the agreement, or that any "default in performance went to the very root of the consideration bargained for." Wilson, supra, at 696.
The parties do not dispute that on April 23, 1996, via letter, Stockton Executive proposed a rate increase from $1.48 to $1.57 per railroad mile for transportation services and from $12.00 to $17.00 per hour waiting time. Howe Dec. at 2; Brandon Dec., Ex. 4 to Howe Dep. Union Pacific notified Stockton Executive by letter dated May 17, 1996 that it did not agree to the rate increases, and also attached an agreement which provided for new contract terms, though it is not clear whether that contract was ever signed by Stockton Executive. What is clear, however, is that the parties continued to perform the contract uninterrupted until Union Pacific terminated the contract five years later, in 2001. Howe Dec. at ¶ 9. As Stockton Executive contends, it attempted to renegotiate its mileage and wait time rates after five years at the same rate, but Union Pacific "refused to pay the requested increase." Opp'n at 4. Union Pacific did not materially breach the contract when it proposed new rates because it appears they did not enforce these rates and continued to perform under previous terms. The court must deny defendant's motion for summary judgment as to the breach of contract claim based on this contention.
2. Scope of Stockton Executive's Damages
Union Pacific seeks to contain the plaintiff's damages under the breach of contract claim to services Stockton Executive provided to Western Pacific when it merged with Union Pacific in 1982. Union Pacific urges the court to limit any damages award to that which is "commensurate with Western Pacific's pre-merger use of Stockton Executive for trips "from Stockton." Mot. at 7. It is unclear from Union Pacific's brief whether by "commensurate" Union Pacific means "trips from Stockton" or the amount of business that existed between the parties before Western Pacific merged with Union Pacific, or both. Out of an abundance of caution, the court addresses both possible arguments below. I. Trips other than those from Stockton
In discovery, Stockton Executive's vice president indicated that he would seek damages associated with the full extent of the transportation services Stockton Executive provided to Union Pacific in the years preceding the termination of the contract. Def.'s Ex. 2 at 70:10-19. The parties do not dispute that the plain terms of the 1979 contract only required Union Pacific to give Stockton Executive the "exclusive right to transport [Union Pacific] crews from Stockton." Def.'s Ex. A. The record reflects, however, that Union Pacific also used Stockton Executive "for years and years transporting crews in other areas," and that "more than half" of Union Pacific's crew "were being transported from somewhere else." Bowman Dec. at 101-104. Although plaintiff seeks damages relating to transportation of services from places other than Stockton, it cannot do so.
The court looks first to the contract and a party's performance or non-performance in order to determine the measure of damages sought. "A cause of action for damages for breach of contract is comprised of the following elements: (1) the contract, (2) plaintiff's performance or excuse for nonperformance, (3) defendant's breach, and (4) the resulting damages to plaintiff."Careau Co. v. Security Pacific Business Credit, Inc., 222 Cal.App.3d 1371 (1990) (citing Reichert v. Gen. Ins. Co. 68 Cal.2d 822, 830 (1968)). The contract's terms undoubtedly define the damages Stockton Executive may claim. It is undisputed that the only written agreement that existed between the parties, as successors-in-interests, is the May 15, 1979 contract. The parties both agree the 1979 contract has never been modified in writing. Bowman Dep. at 100:13-101:15, 118:1-12. The 1979 contract states in unambiguous terms, that "EXECUTIVE LIMOUSINES" shall "transport railroad employees and crews from Stockton, California," and that the agreement gives "EXECUTIVE LIMOUSINES the exclusive right to transport WESTERN PACIFIC crews from Stockton, so long as EXECUTIVE LIMOUSINES is physically capable of providing this service." Def.'s Ex. A. The plain language of the contract demonstrates that Union Pacific was not required to use Stockton Executive for trips other than those that were "from Stockton," and thus damages must be confined to any failure on the part of defendants to engage plaintiff to transport employees and crews "from Stockton."
The contract is silent as to the parties' obligations when Stockton Executive provided services for trips other than those "from Stockton." Plaintiff suggests in its opposition brief that the parties' "long, consistent course of performance is determinative as to the scope of damages Plaintiff may claim." Opp'n at 5. Plaintiff relies on City of Santruz v. Younger, 223 Cal.App.2d 818 (1963) and Cutter Lab, Inc v. Twining, 221 Cal.App.2d 320 (1963), which held that course of performance gives rise to a "practical interpretation" of the original agreement. It is true that the purpose of judicial interpretation is to ascertain the parties' intentions, and that the parties' own practical interpretation of the contract — how they actually acted — can be an important aid to the court. Nonetheless, the doctrine of "practical interpretation" is not applicable in the instant case. California law establishes that the parties' course of conduct, or the doctrine of practical construction, "can only be applied when the contract is ambiguous, and cannot be used when the contract is unambiguous." Crestview Cemetery Ass'n v. Dieden, 54 Cal.2d 744 (1960). Here, the contract unambiguously defines that the transportation services at issue only related to trips "from Stockton." The court cannot — as plaintiff suggests — consider course of performance to add new terms and obligations to the contract when the existing contract terms are unambiguous.See Levi Strauss Co. v. Aetna Cas. Sur. Co., 184 Cal.App.3d 1479, 1486 (1986) ("[A] court does not have the power to create for the parties a contract which they did not make, and it cannot insert in the contract language which one of the parties now wishes were there.") Therefore, any damages award for plaintiff for breach of contract must relate to trips "from Stockton" as stated in the 1979 contract. ii Commensurate to pre-merger use of Stockton Executive for trips "from Stockton."
Plaintiff has not argued or plead that it is bringing a breach of contract claim for other contracts which may have been formed between the parties as to transportation services it provided for Union Pacific. The complaint makes clear that it is only suing as to alleged breaches of "terms of the 1979 contract." SAC at 9:12, 20. Moreover, a contention of oral amendment would raise "equal dignities" and statute of fraud issues because of the statute of frauds which bars an oral agreement.
Union Pacific argues that the court should hold that Stockton Executive's damages, if any, must be commensurate with Western Pacific's pre-merger use of Stockton Executive for trips "from Stockton." Mot. at 11. In their reply brief, defendant contends that any contract damages must "correspond to the volume of trips `from Stockton' that [Stockton Executive] was performing for Western at the time of the UPR-Western merger." Repl. at 10. These two statements could be read to mean that Union Pacific believes that contract damages must correspond to the same amount of business which was what Western had given to Stockton executive in 1979, whether or not that business included trips "from Stockton."
Union Pacific cites a number of cases where courts held that a merger, in and of itself, does not alter or expand the contractual obligations of the surviving corporation. See, e.g., Hall v. Paramount Pictures Corp., 2002 WL 1858766 (S.D.N.Y. 2002). While the court agrees that the merger cannot alter the parties' contractual obligations unless they agreed to obligations outside of the contract, the court cannot hold that contractual damages in the instant case must be proportional or commensurate to the amount of business between the parties pre-merger. The 1979 contract merely states that Executive Limousine would provide for transportation services "from Stockton," and the rates Executive Limousine would charge for its services and for driver waiting time. There is no mention of the amount of business, or how much service plaintiff would provide for defendant, in 1979 or in the future. Thus, although the court can hold that the contract gave exclusive rights only as to routes from Stockton, and thus damages must relate only as to those rights, the court cannot hold that the parties agreed to the same volume of business which reflected Western Pacific's use of Stockton Executive at the time of its merger with Union Pacific. Consequently, the court also cannot hold that plaintiff's contract damages must be confined to an amount which corresponds to the amount of business entered into between the parties pre-merger. See Levi Strauss Co., 184 Cal.App.3d at 1486 (1986) ("[A] court does not have the power to create for the parties a contract which they did not make, and it cannot insert in the contract language which one of the parties now wishes were there.").
iii. Statute of Limitations
Plaintiff concedes that it is entitled to damages for transporation services only for four years before it filed this suit on November 13, 2003. Thus, the court holds that Stockton Executive may not seek damages for transportation services it would have provided before November 13, 1999.
B. CALIFORNIA BUSINESS AND PROFESSIONS CODE § 17200 CLAIM
Union Pacific contends that Stockton Executive's § 17200 claim under California's Unfair Competition Law ("UCL") should be dismissed in its entirety because plaintiff seeks damages available under contract law, a remedy unavailable under the UCL statute. Union Pacific's argument is well-taken.
The remedies available under the UCL are restitution and injunctive relief. Korea Supply Co., 29 Cal. 4th at 1144. In the context of the UCL, an order for restitution compels a defendant to return money obtained through an unfair business practice to those persons in interest from whom the property was taken. Id. Although restitution "is broad enough to allow a plaintiff to recover money or property in which he or she has a vested interest," Korea Supply, 29 Cal.4th at 1149, "[c]ompensation for a lost business opportunity is a measure of damages and not restitution to the alleged victims," Id. at 1151.
In the instant case, plaintiff's allegations make clear that plaintiff takes issue with defendant's participation in a "scheme" to "poach runs assigned to Stockton Executive" whereby plaintiff was deprived of previously contracted business opportunities. See, e.g., SAC at 6 (defendants "interfer[ed] with known existing contractual relationship between Stockton Executive between Stockton Executive and UPRC."). Plaintiff also concedes that the gist of its cause of action for violation of California Business Professions Code § 17200 is that it had been damaged by defendant's conduct, which resulted in Rezenberger performing transportation services that Stockton Executive allegedly had the exclusive right to perform. SAC at ¶¶ 14-16, 22.
Nowhere in Stockton Executive's SAC does it allege — nor could it — that Union Pacific has engaged in any conduct where it has obtained money or property that it was not entitled to keep. Nor has Stockton Executive alleged that Union Pacific is holding funds that would be akin to unpaid wages, or "vested interests" that plaintiff is entitled to, which may be considered "restitution" under Korea Supply Co. v. Lockheed Martin Corp., 29 Cal.4th 1134 (2003). The damages sought by Stockton Executive rests on assertions that, but for Union Pacific's breach, it would have provided Union Pacific with additional transportation services. Plaintiff's allegations amount to a breach of contract claim and it is therefore only entitled to contract damages. Because Stockton Executive seeks damages rather than the limited remedies available under the UCL, the UCL does not provide a basis for recovery. Accordingly, this court must grant defendant's motion for summary adjudication as to plaintiff's § 17200 UCL claim.
IV. CONCLUSION
For all the foregoing reasons, the court hereby ORDERS that:
1. Union Pacific's motion for summary judgment as to the breach of contract claim is GRANTED in part and DENIED in part as consistent with the order.
2. Union Pacific's motion for summary judgment as to the § 17200 claim is GRANTED.
IT IS SO ORDERED.