Arbon Valley Solar LLC v. Thomas & Betts Corp.

          MEMORANDUM DECISION AND ORDER

          David C. Nye, U.S. District Court Judge

         I. OVERVIEW

         This matter comes before the Court on Plaintiffs' Motion for Leave to File a Second Amended Complaint. Dkt. 21. After the Motion became ripe for decision, the Court held oral arguments and took the Motion under advisement. Having reviewed the briefs and the record, and having considered the parties' positions set forth at oral argument, the Court finds good cause to DENY the Motion.

         II. FACTS

         On or about December 3, 2012, Plaintiff Arbon Valley Solar LLC entered into an agreement (“Construction Agreement”) with Plaintiff Interconnect Solar Development LLC (“Interconnect Solar”), under which Interconnect Solar agreed to provide all labor, materials, equipment, and services necessary to complete the construction of a solar power facility in Oneida County, Idaho (“the Solar Power Project”) on behalf of Arbon Valley Solar. Dkt. 21-1, at 3. The Solar Power Project was designed to charge five irrigation pivots and two irrigation wells, which would then serve the agricultural operations of Cranney Farms by way of a lease agreement between it and Arbon Valley Solar. Id. Before entering into the Construction Agreement, Interconnect Solar contacted Mr. Sammy Germany, an employee of Defendant Thomas & Betts Corporation, to seek comment and feedback on the viability of the Construction Agreement, as well as general contract oversight and project management with respect to the Solar Power Project. Id.

         Bill Piske, an employee of Interconnect Solar, had met Mr. Germany at a solar power show in San Francisco in 2012. Id. at 4. At that time, Mr. Germany gave Mr. Piske his business card, which identified him as Thomas & Betts' “Market Development Manager of Renewable Energy and Power Generation for the United States and Latin America” and stated that Mr. Germany held a PhD/MBA. Id. This business card led Plaintiffs to believe that Mr. Germany had the authority to enter contracts on behalf of Thomas & Betts. Id. at 4-5. Thomas & Betts identified Mr. Germany on its published website in a manner consistent with his business card. Id. at 7. Plaintiffs also believed that Thomas & Betts was a large corporate enterprise with a wide variety of divisions that offered a broad scale of products and services within the solar power industry, including project management and oversight. Id. at 4-5.

         Mr. Germany reviewed the Construction Agreement between Arbon Valley Solar and Interconnect Solar. Id. at 5-6. After reviewing and confirming the viability of the Construction Agreement, Mr. Germany agreed to provide (1) contractual oversight, (2) project management, and (3) engineer procurement for the Solar Power Project. Id. at 6. The parties did not reduce this agreement to writing. Id.

         In consideration of such services, Plaintiffs tendered $50, 000.00 in care of Mr. Germany, who represented the sum would be deposited into an escrow account maintained by Sunjoy Power, LLC (“Sunjoy”), an entity Mr. Germany identified as a subsidiary of Thomas & Betts. Id. at 7. Thereafter, Mr. Germany began providing contractual oversight and project management for the Solar Power Project. Id. at 7-8. Mr. Germany procured engineering services by retaining Eric R. Hepburn, a professional engineer with Hepburn and Sons, LLC (“Hepburn and Sons”), for the purpose of completing the necessary engineering plans and drawings for the Solar Power Project. Id. at 8. Mr. Germany purportedly paid an invoice in the amount of $7, 500.00 to Hepburn and Sons from the $50, 000.00 tendered by Plaintiffs to Sunjoy in care of Mr. Germany. Id.

         On March 5, 2013, while conducting contractual oversight, project management, and other duties, Mr. Germany executed an agreement (“Confidentiality Agreement”) with Dynapower Company LLC (“Dynapower”) on behalf of Sunjoy.^[1] Id. Plaintiffs assert the Confidentiality Agreement was entered into for the purpose of facilitating the completion of the Solar Power Project. Id. On March 21, 2013, based upon Mr. Germany's review and recommendation, Interconnect Solar purchased four 100 kilowatt Micro Power System Inverters, for a total purchase price of $240, 000.00, from Dynapower. Id. at 9. The products were delivered in July or August of 2013. Id. Interconnect Solar also purchased $100, 000.00 in equipment and other products for the Solar Power Project from another company, Wesco, based on the recommendation of Mr. Germany. Id.

         In April of 2013, Randy Vigos, another employee of Thomas & Betts, traveled to Boise, Idaho, to meet with Interconnect Solar, Mr. Germany, and others. Id. Mr. Vigos introduced himself as a manager for Thomas & Betts and presented a business card to Interconnect Solar that identified him as “Product Specification Specialist Pacific N.W. Region Electrical Division Masters Award.” Id. at 10. Plaintiffs assert the meeting with Mr. Vigos concerned Defendant's project management, contractual oversight, and engineer procurement duties for the Solar Power Project. Id. During the meeting, both Mr. Vigos and Mr. Germany stated Mr. Vigos was the representative of Thomas & Betts who would be able to assist with the Solar Power Project in the event Mr. Germany was not available. Id. Mr. Vigos also explained his role as a product specialist. Id.

         On April 16, 2013, Mr. Vigos sent an e-mail through his account with Thomas & Betts to Bill Piske of Interconnect Solar to thank him for the meeting and opportunity and included a list of materials Mr. Vigos recommended that Interconnect Solar purchase for the Solar Power Project. Id. at 10-11. Mr. Vigos also sent the e-mail to Mr. Germany and two of Thomas & Betts' top-level executives, Dean Chafin and Tony Aimi. Id. at 11. Mr. Germany, in turn, forwarded this email to Chris Castleberry, whom Plaintiffs believe is another management-level employee at Thomas & Betts. Id.

         During July of 2013, Interconnect Solar suspected that Mr. Germany had improperly used the professional engineer stamp of Richard D. Hepburn with respect to the Solar Power Project. Id. at 13. Interconnect Solar confronted Mr. Germany about the authenticity of the engineering drawings and Mr. Germany responded by assuring Interconnect Solar that all matters were “above board.” Id.

         On or about December 11, 2013, an engineer with Dynapower performed an initial assessment of the Solar Power Project on behalf of Plaintiffs and concluded many deficiencies existed which rendered the Solar Power Project incompatible with the operations of Arbon Valley Solar and Cranney Farms. Id. Moreover, on January 13, 2014, an attorney for Hepburn and Sons sent a demand letter to Mr. Germany stating: “Our investigation demonstrates that you and SunJoy Power LLP have purposefully and with intent to deceive affixed Mr. Hepburn's professional engineer stamp issued by the Commonwealth of Massachusetts to multiple drawings which you submitted to Interconnect Solar Development LLC for use on the [Solar Power Project].” Id. at 13, 27.

         On or about January 27, 2014, Interconnect Solar sent a written demand to Thomas & Betts proposing that the corporation authorize a competent person to take over the oversight of the Solar Power Project and negotiate the losses and damages sustained by Plaintiffs.^[2]Id. at 13-14. Plaintiffs thereafter learned that assembling, building, and fabricating the Solar Power Project in reliance upon the faulty engineering plans provided by Mr. Germany rendered all of the labor, material, equipment, and services involved in the Solar Power Project incompatible and obsolete. Id. ...