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Riverbend Ranch Equestrian Center LLC v. Duvall

United States District Court, D. Utah

September 27, 2017

RIVERBEND RANCH EQUESTRIAN CENTER LLC, a Utah Limited Liability Company; and TAMARA RAE LARSEN, an individual; Plaintiffs,
ROBERT DUVALL, an individual; ROBERT CARLINER, an individual; WILD HORSES PRODUCTIONS ENTERTAINMENT LLC, a Canceled California Limited Liability Company; and JOHN DOE DEFENDANTS I - XX; Defendants.


          Jill N. Parrish United States District Court Judge

         Before the Court is Defendant Wild Horses Productions Entertainment LLC's (“Wild Horses”) motion to dismiss its remaining counterclaim with prejudice (ECF No. 41). Plaintiffs oppose the motion (ECF No. 49). Also pending before the Court is White Horses' motion for leave to amend the same counterclaim (ECF No. 26). The Court has reviewed the filings, and oral argument would not significantly assist the Court in its determination. For the reasons below, the Court grants White Horses' motion to dismiss and denies as moot its motion for leave to amend.

         I. BACKGROUND

         This is a contract case. In 2014, White Horses contracted with Plaintiffs Riverbend Ranch Equestrian Center LLC (“Riverbend Ranch”) and Tamara Rae Larsen to use the Riverbend Ranch in its production of the motion picture “Wild Horses.” ECF No. 10-1. On September 11, 2015, Plaintiffs filed a Complaint in the Utah Third District Court against Robert Duvall, Robert Carliner, Wild Horses, and John Doe Defendants I-XX. Plaintiffs alleged that Defendants breached the Location Agreement by failing to include Plaintiffs' names in the movie's screen credits. Plaintiffs also alleged breach of the implied covenant of good faith and fair dealing. On October 30, 2015, Defendants removed the case to this Court based on diversity jurisdiction.

         Once the case was in this Court, Wild Horses filed an Answer to the Complaint alleging two counterclaims: (1) breach of the Location Agreement by Larsen for posting advertisements to sell a prop used in the movie without Wild Horses' consent; and (2) breach of the Location Agreement against both plaintiffs for interference with Wild Horses' filming and full use of the Riverbend Ranch.

         On May 4, 2017, Wild Horses filed a motion for leave to amend its first counterclaim to include Riverbend Ranch and to dismiss its second counterclaim (ECF No. 14). The Court granted Wild Horses' request to dismiss the second counterclaim but denied without prejudice the request to add Riverbend Ranch as a counter-defendant to the first. Wild Horses renewed its motion to add Riverbend Ranch as a counter-defendant on March 13, 2017. That motion is still pending.

         On May 18, 2017, Plaintiffs accepted an offer of judgment as to claims asserted in the Complaint under Federal Rule of Civil Procedure 68. Under the terms of that offer, the Complaint proceeding has been resolved, except for a determination of attorneys' fees to be awarded to Plaintiffs. After Plaintiffs accepted the offer of judgment, the parties attempted to negotiate a global resolution of the attorneys' fees and Defendants' remaining counterclaim. Those negotiations failed, and the parties disagree on the appropriate resolution. In essence, Defendants want the Court to dismiss their remaining counterclaim, leaving the parties to split attorneys' fees. Plaintiffs object, seeing Defendants' motion to dismiss the counterclaim as an attempt to “ride off into the sunset after saddling [Plaintiffs] with thousands of dollars” in attorneys' fees. ECF No. 49 at ii.


         As a preliminary matter, the Court turns to the Declarations of Joann Shields and Tamara Larsen that Plaintiffs submitted in support of their memorandum opposing Wild Horses' motion (ECF No 49, Exhibits B, C). Wild Horses argues that these declarations are self-serving and conclusory, that they lack foundation, and that they set forth no facts.

         The Court agrees. The nearly identical declarations amount to legal horseplay. They allege only that the declarants “have personal knowledge of the facts set out in Plaintiffs' Response Memorandum” and that those facts “set out in the Motion and supported by [their declarations] are true.” Bare-bone declarations of this nature add nothing of value to Plaintiffs' motion. They omit even the most basic details necessary to support a finding that either declarant has personal knowledge of the matters they declare; they are thoroughly self-serving and conclusory; and they leave entirely to the Court's imagination to which of the facts in Plaintiffs' 18-page motion they refer. Therefore, the Court excludes both declarations from its consideration. See Hansen v. Native Am. Oil Refinery Co., No. 2:06-CV-109, 2012 WL 567191, at *7 (D. Utah Feb. 21, 2012) (“Such conclusory statements . . . should be excluded from consideration unless the declaration lays a foundation of the declarant's personal knowledge of the matter.”), aff'd sub nom. Hansen v. PT Bank Negara Indonesia (Persero), 706 F.3d 1244 (10th Cir. 2013); Hall v. Bellmon, 935 F.2d 1106, 1111 (10th Cir. 1991) (“[T]he nonmovant's affidavits must be based upon personal knowledge and set forth facts that would be admissible in evidence; conclusory and self-serving affidavits are not sufficient.”).


         Underlying the parties' dispute is the issue of applicable law. Plaintiffs argue that “Utah law governs attorney fees and costs after voluntary dismissal with prejudice.” ECF No. 49 at 1. But Defendants jockey for position, contending that “Plaintiffs are bound to the provisions of the Location Agreement they negotiated and signed, and consequently, California law governs.” ECF No. 52 at 9.

         To evaluate the effect of a contractual choice-of-law clause, courts in the Tenth Circuit look to the choice-of-law rules in the forum state. Been v. O.K. Indus., Inc., 495 F.3d 1217, 1236(10th Cir. 2007). In Utah, “courts generally uphold choice-of-law provisions based on the intent of the contracting parties and a respect of the parties' right to choose the governing law for a contract.” GRB Enters. LLC v. JPMorgan Chase Bank, N.A., No. 2:11-cv-833, 2012 WL 845418, at *3 (D. Utah Mar. 12, 2012) (citing Innerlight, Inc. v. Matrix Group, LLC, 214 P.3d 854, 857- 58 (Utah 2009)). Furthermore,

Utah law provides that “the law of the state chosen by the parties to govern their contractual rights and duties will be applied unless either (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties' choice or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the ...

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