United States District Court, D. Utah
MEMORANDUM DECISION AND ORDER GRANTING SUMMARY
JUDGMENT TO GEOMETWATCH CORP.
N. PARRISH UNITED STATES DISTRICT COURT JUDGE
Judge Jill N. Parrish This matter comes before the court on
the Motion for Partial Summary Judgment filed by counterclaim
defendant GeoMetWatch Corporation (“GeoMet”) on
July 20, 2018. (ECF No. 588). Counterclaim plaintiff Utah
State University Research Foundation (“USURF”)
filed an opposition on October 11, 2018, (ECF No. 732), to
which GeoMet replied on November 30, 2018, (ECF No. 813).
reviewing the parties' submissions in connection with
this motion, the court encountered authority indicating that
GeoMet is entitled to complete summary judgment on
USURF's counterclaim on grounds not raised by GeoMet.
Thus, pursuant to Rule 56 of the Federal Rules of Civil
Procedure, the court issued a Notice of Proposed Entry of
Summary Judgment on Grounds not Raised by Movant (the
“Notice”) to apprise the parties of the basis of
the proposed summary judgment, and to provide them an
opportunity to be heard prior to the entry thereof. (ECF No.
party accepted the court's invitation to submit a brief
addressing the propriety of entering summary judgment on the
grounds identified in the Notice. The court assumes that the
parties' decision to refrain from filing briefs is a
function of the clarity of the legal principles-as applied to
the contract at issue-that were set forth in the court's
Notice. Regardless, as explained below, GeoMet is entitled to
complete summary judgment on USURF's counterclaim.
counterclaim emanates from a multi-defendant lawsuit
involving a nascent satellite-hosted weather sensor venture.
In that suit, plaintiff GeoMet asserts that
USURF-GeoMet's erstwhile partner in the venture-colluded
with others to deprive GeoMet of the business opportunity it
response to GeoMet's operative Third Amended Complaint,
USURF brought a counterclaim asserting a single breach of
contract claim against GeoMet. (ECF No. 278). That claim
alleges that GeoMet's suit against USURF seeks relief, in
part, for claims that were encompassed by a release agreement
consummated by the parties in April of 2013, and that
GeoMet's suit consequently amounts to a breach of that
release agreement. GeoMet's motion for partial summary
judgment requests that the court declare that USURF may not
recover certain categories of damages under its counterclaim.
partial summary judgment sought by GeoMet erroneously accepts
the premise on which USURF's counterclaim depends: that
GeoMet's act of filing suit amounted to a breach of the
release agreement. And there is nothing in that agreement
that bars USURF from filing suit.
document that forms the basis of USURF's counterclaim is
best described as a general mutual release, whereby the
parties each agreed to “remise, release, waive, and
discharge” one another “from any and all
liabilities, obligations, claims, and demands whatsoever that
have or may have arisen between the Parties prior to the
Effective Date of this Agreement.” (See ECF
No. 591-4 at 3). Importantly, the agreement does not contain
a covenant not to sue. In essence, the release agreement does
no more than extinguish liability. Thus, while USURF may rely
on the release agreement to defend against liability for
claims that fall within its ambit, it contains no promises
that were breached when GeoMet filed suit.
straightforward principles of contract law,  the agreement is
unambiguous and will admit of no other interpretation than
the one articulated above. Accordingly, GeoMet is entitled to
summary judgment on USURF's counterclaim on grounds that
GeoMet did not breach the release agreement.
reasons articulated, GeoMet is GRANTED SUMMARY
JUDGMENT on USURF's counterclaim. GeoMet's
Motion for Partial Summary Judgment on USURF's
Counterclaim (ECF No. 588) is therefore DENIED AS