United States District Court, D. Idaho
ARBON VALLEY SOLAR LLC and INTERCONNECT SOLAR DEVELOPMENT LLC, Plaintiffs,
THOMAS & BETTS CORPORATION and JOHN & JANES DOES I-X, Defendants.
MEMORANDUM DECISION AND ORDER
C. Nye, U.S. District Court Judge
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.
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.
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.
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.
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.
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. 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.
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.
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 &
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.
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,
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.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.