United States District Court, D. Utah
MEMORANDUM DECISION AND ORDER GRANTING MOTION TO
DIRECT ENTRY OF FINAL JUDGMENT UNDER RULE 54(B)
N. Parrish, United States District Court Judge.
the Court is Plaintiff International Fidelity Insurance
Company's (“IFIC”) Motion to Direct Entry of
Final Judgment Under Rule 54(b) (ECF No. 71). IFIC asks the
Court to enter a final judgment as to the claims dismissed by
the Court's March 2, 2017 Memorandum Decision and Order
(ECF No. 69). The Dismissed Defendants do not oppose the
relief IFIC seeks. However, they seek certain safeguards if
IFIC succeeds on appeal. For the reasons set forth below, the
Court grants IFIC's motion subject to the safeguards
requested by the Dismissed Defendants.
dispute arises out of Plaintiff IFIC's attempt to enforce
an Indemnity Agreement against more than sixty defendants.
Benjamin Logue was involved in the La Porte Construction
Project, and he secured contractor and performance bonds from
IFIC. IFIC prepared certain Resolutions and an Indemnity
Agreement, and Mr. Logue unilaterally executed the
Resolutions and Indemnity Agreement purportedly on behalf of
the Dismissed Defendants, unilaterally representing to IFIC
that he was the managing member of each of the Dismissed
each of the Dismissed Defendants' publicly available
articles of organization identify them as a single-purpose
LLC with a clearly delineated single purpose. The Dismissed
Defendants do not have a financial, material, or beneficial
interest in the La Porte Construction Project. Nor was Mr.
Logue the managing member of any of the Dismissed Defendants
(with the exception of Andalucia Properties). And none of the
Dismissed Defendants authorized Mr. Logue to execute the
Resolutions or Indemnity Agreement on their behalf.
difficulties arose with the completion of the La Porte
Construction Project, IFIC served La Porte with a Notice of
Default and Termination and made a demand under the bonds.
IFIC also sued to enforce its purported rights under the
Indemnity Agreement on claims of indemnity, specific
performance, and quia timet relief.
Dismissed Defendants moved to dismiss IFIC's claims
against them on the grounds that Mr. Logue lacked authority
to execute the Resolutions or Indemnity Agreement on their
behalves. After a hearing and extensive briefing, this Court
agreed and converted the Dismissed Defendants' motions to
dismiss into motions for summary judgment.
Court granted the Dismissed Defendants' motions, finding,
among other things, that (1) “[n]one of the Movants
ever authorized Mr. Logue to sign the Indemnity Agreement or
Resolution on their behalf, ” (2) that “Mr. Logue
lacked authority as a matter of law to execute the Indemnity
Agreement on behalf of each Movant, ” and (3) that IFIC
had expressly disclaimed any argument that Mr. Logue had
apparent authority to execute the Resolutions or Indemnity
Agreement. IFIC now asks the Court for an entry of final
judgment on the dismissed claims pursuant to Federal Rule of
Civil Procedure 54(b).
54(b) is an exception to the final-judgment rule. Waltman
v. Georgia-Pacific, LLC, 590 Fed. App'x 799, 808
(10th Cir. 2014). Under the Rule, a district court may direct
a final judgment as to one or more but fewer than all of the
claims or parties (thus making a ruling immediately
appealable), so long as the court determines “that
there is no just reason for delay.” Fed.R.Civ.P. 54(b).
To be proper, a Rule 54(b) certification must contain three
features: (1) it must stem from a lawsuit involving multiple
claims; (2) it must represent a final decision as to at least
one of the claims; and (3) it must include the district
court's express determination “that there is no
just reason for delay.” Waltman, 590 Fed.
App'x at 809-10 (quoting Fed.R.Civ.P. 54(b)). If one of
the three features is lacking, the court of appeals will not
have jurisdiction. Id.
Lawsuit Involving Multiple Claims
lawsuit involves multiple claims against multiple defendants.
Thus, the first requirement for a Rule 54(b) certification is
Final Decisions on at the Claims at Issue
considered “final, ” an order must be
“‘final' in the sense that it is ‘an
ultimate disposition of an individual claim entered in the
course of a multiple claim action.'”
Curtiss-Wright Corp. v. General Elec. Co., 446 U.S.
1, 7 (1980) (quoting Sears, Roebuck & Co. v.
Mackey, 351 U.S. 427, 436 (1956)). As such, “a
judgment is not final for the purposes of Rule 54(b) unless
the claims resolved are distinct ...