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Keywords

contractbreach of contractdefendantmotioncorporationunjust enrichmentmotion to dismiss

contractplaintiffdefendantstatutewillstatute of limitationsunjust enrichment

Related Cases

Seale & Associates, Inc. v. Vector Aerospace Corp., Not Reported in F.Supp.2d, 2010 WL 5186410

Facts

Seale & Associates, a Virginia corporation, was retained by Donald K. Jackson, Chairman of Vector Aerospace Corporation, to provide a valuation of Vector's subsidiary, Atlantic Turbines International (ATI). After Seale introduced a prospective buyer, the Starboard Group, to Vector, the sale did not proceed, and Vector refused to pay Seale for its services. Seale previously litigated similar claims in Ontario, where the court found that the services provided were uncertain and no fee agreement was reached. After the Ontario court's judgment, Seale filed a new suit in Virginia, claiming breach of contract and unjust enrichment.

Plaintiff alleges that Defendant Jackson informed Plaintiff that Vector was seeking to divest itself of its subsidiary-Atlantic Turbines International (ATI) in May 2005. Plaintiff alleges that Defendant Jackson retained Plaintiff in August 2005 to provide Defendant Vector with an estimate of ATI's value.

Issue

Whether the claims brought by Seale & Associates in Virginia are barred by the doctrine of res judicata due to the prior judgment in Ontario.

Res judicata applies when there is “(1) identity of the remedies sought; (2) identity of the cause of action; (3) identity of the parties; and (4) identity of the quality of the persons for or against whom the claim is made.”

Rule

Res judicata applies when there is an identity of the remedies sought, identity of the cause of action, identity of the parties, and identity of the quality of the persons for or against whom the claim is made.

Analysis

The court determined that the claims in the Virginia suit were identical to those previously litigated in Ontario, as both actions sought monetary relief for breach of contract and unjust enrichment arising from the same transaction. The court noted that the Ontario court had issued a final judgment on the merits, which was conclusive and barred Seale from relitigating the same issues in Virginia.

The Court then issued a final judgment on the merits of the case, noting that Defendants had asked Plaintiff to determine the value of ATI, but finding that the services that Plaintiff was to provide were uncertain.

Conclusion

The court granted the defendants' motion to dismiss, concluding that the claims were barred by res judicata and that the Ontario judgment was recognized under Virginia law.

Thus, the Court will recognize the Ontario judgment.

Who won?

Defendants, Vector Aerospace Corporation and Donald K. Jackson, prevailed because the court found that the claims were barred by res judicata due to the prior Ontario judgment.

Defendants also argue that the case should be dismissed because the statute of limitations has run on any breach of an alleged contract or unjust enrichment claim.

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