OPINION AND ORDER DENYING L.A. INSURANCE'S MOTION FOR SUMMARY JUDGMENT [117] WITHOUT PREJUDICE, VACATING PRIOR RULINGS ON JURY TRIAL WAIVER PROVISION [86, 121], AND STRIKING DEFENDANTS' JURY DEMAND

DAVID R. GRAND, Magistrate Judge.

Before the Court is Plaintiff L.A. Insurance Agency Franchising, LLC's ("L.A. Insurance") Motion for Summary Judgment (Doc. #117). Defendants Claudia Montes ("Montes") and her four franchises (Defendants NV12, NV15, NV17, and NV26) (collectively "Defendants") filed a response to this motion under Rule 56(d) in which they asked for more time to conduct discovery into certain factual matters and raised a legal argument (which the Court has since rejected). (Docs. #123, #128). L.A. Insurance filed a reply. (Doc. #124).

The Court and parties are very familiar with this action's extensive factual and procedural background, and the Court will not repeat it all here. For purposes of this Opinion and Order, the following brief factual recitation will suffice. Until their franchise relationship recently disintegrated, Montes was operating four separate L.A. Insurance franchises — Defendants NV12, NV15, NV17, and NV26 — pursuant to separate franchise agreements with franchisor L.A. Insurance. The franchise agreements covering these franchises indicate that they were executed on May 14, 2009 (NV12 and NV15), September 14, 2009 (NV17), and February 22, 2011 (NV26). (Docs. #68-1 at 2, #68-2 at 2, #68-3 at 2, #68-4 at 2). Montes alleges that prior to the execution of the May 14, 2009 NV12 and NV15 franchise agreements, she operated those businesses pursuant to prior agreements/arrangements. Montes initially alleged that L.A. Insurance "forced her" to execute new franchise agreements without offering her new consideration by threatening that "[it] would somehow take away all of [Montes'] existing businesses if she failed to sign [new franchise agreements]. . . ."1 (Doc. #35-2 at ¶¶26-28). In its recent Opinion and Order, the Court discussed Montes' deposition testimony that L.A. Insurance did not "force" her to sign any of the parties' franchise agreements. (Doc. #128 at 4). Indeed, the Court noted that, "at least on the present record," Montes' testimony in this regard seemed to validate the Court's prior assessment of the significant hurdles she faced in this litigation. (Id.). At the same time, however, Montes has stood by her allegations that she was told she had to sign the new agreements or she would lose her L.A. Insurance businesses, and that (at least with respect to the NV12 and NV15 agreements), she had to fly to Michigan on short notice, and then was given only "as long as it took to sign whatever they gave [her]." (Doc. #117-4, "Montes Dep." at 61-62).2 Montes has not yet had an opportunity to depose L.A. Insurance's principals regarding these matters. (Doc. #123-2 at 6).

Other factual matters in controversy are also not fully developed. For instance, Montes alleges that L.A. Insurance signed her name to third-party contracts without her permission and that the contracts benefitted L.A. Insurance while disadvantaging Defendants. She further alleges that she was unaware of the very existence of at least some of these contracts. L.A. Insurance does not seem to deny signing Montes' name, but claims that Montes asked it to do so (apparently by asking it to obtain third-party carrier "codes" for her), knew it had done so, and benefitted from it doing so. Defendants also raise issues with respect to the opening and operation of a Toro Insurance Agency ("Toro NV6") directly across the street from Defendant NV26, and with L.A. Insurance's alleged involvement in getting third-party carriers to cut off business ties with Defendants. As discussed below, all of these issues require further factual development before they would be ripe for consideration at the summary judgment stage.3

Summary Judgment Standard

Pursuant to Federal Rule of Civil Procedure 56, the Court will grant summary judgment if "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a); see also Pittman v. Cuyahoga Cnty. Dep't of Children & Family Servs., 640 F.3d 716, 723 (6th Cir. 2011). A fact is material if it might affect the outcome of the case under governing law. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). In determining whether a genuine issue of material fact exists, the Court assumes the truth of the non-moving party's evidence and construes all reasonable inferences from that evidence in the light most favorable to the non-moving party. See Ciminillo v. Streicher, 434 F.3d 461, 464 (6th Cir. 2006).

The party seeking summary judgment bears the initial burden of informing the Court of the basis for its motion and must identify particular portions of the record that demonstrate the absence of a genuine dispute as to any material fact. See Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986); Alexander v. CareSource, 576 F.3d 551, 558 (6th Cir. 2009). "Once the moving party satisfies its burden, `the burden shifts to the nonmoving party to set forth specific facts showing a triable issue.'" Wrench LLC v. Taco Bell Corp., 256 F.3d 446, 453 (6th Cir. 2001) (quoting Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)). In response to a summary judgment motion, the opposing party may not rest on its pleadings, nor "`rely on the hope that the trier of fact will disbelieve the movant's denial of a disputed fact' but must make an affirmative showing with proper evidence in order to defeat the motion." Alexander, 576 F.3d at 558 (internal quotations omitted).

Analysis

L.A. Insurance argues that in light of the evidence it presented in its summary judgment motion, "it can no longer be disputed that the Franchise Agreements in this case are valid." (Doc. #117 at 40). L.A. Insurance asserts that all of the issues which turn on whether the agreements are enforceable (such as Defendants' counterclaims alleging violations of Nevada law, which cannot stand if the franchise agreements' Michigan choice of law provision applies, and L.A. Insurance's argument that provisions in the franchise agreements such as integration clauses and statute of limitations provisions bar certain of Defendants' claims) must be resolved in its favor. But, as the Court has repeatedly noted, although Defendants face an uphill battle as to the franchise agreements' enforceability, many of the salient facts have not been sufficiently developed in the record for the Court to rule as a matter of law on that issue. Above, the Court explained its conclusion with respect to the need for additional factual development regarding the execution of the franchise agreements.4 But other facts, too, are in need of further development before the Court can appropriately consider granting dispositive relief. Details need to be fleshed out regarding L.A. Insurance's signing of Montes' name to numerous thirdparty documents (without her permission, she alleges), and the impact, if any, of that conduct on Defendants' argument that the agreements benefitted L.A. Insurance while disadvantaging Defendants. Another area of needed discovery concerns L.A. Insurance's position as to the impact the Toro NV6 entity had on Montes' NV26. While L.A. Insurance provided the Court with certain Toro tax records which, on their face, certainly suggest that the placement of Toro NV6 directly across from NV26 did not have any meaningful financial impact on the latter (Doc. #117-23), Defendants have not had a chance to take discovery on this matter. Therefore, they cannot be required to simply accept L.A. Insurance's proffered evidence. Similarly, L.A. Insurance has presented evidence which it contends disproves Defendants' assertions that the agreements L.A. Insurance negotiated for them were not as lucrative as the ones Defendants could have negotiated for themselves. (Doc. #117-21). But Defendants have not had an opportunity to take discovery, which could alter the factual landscape of this argument. More factual development is also warranted as to L.A. Insurance's contention that "Montes acknowledges that there is no evidence that [LA Insurance] improperly cut off Montes' access to insurance carriers; rather, her alleged injuries were self-inflicted." (Doc. #117 at 35). While it is true that L.A. Insurance has put forth evidence which, on its face, suggests that at least some third-party carriers cut ties with Defendants because of problems working with Montes and her agencies (Doc. #117-15), there are multiple problems with making a dispositive ruling based on this evidence alone. First, Defendants have not had a full opportunity to conduct discovery into the third-party evidence on which L.A. Insurance relies. Second, far from "acknowledging" the merit of L.A. Insurance's position, Defendants point the Court to at least a few instances in which it appears that third-party carriers ceased working with Defendants at L.A. Insurance's request. (Doc. #115-3). Once again, L.A. Insurance cannot put forth evidence and seek summary judgment without Defendants first having a fair opportunity to conduct discovery.5

L.A. Insurance's other legal arguments are ones it has made previously, and which the Court has rejected as premature. That remains the case. Once discovery is completed and the details on the issues discussed above have been fleshed out, the Court will be in a better position to consider and rule on the merits of those issues.6

Conclusion

For the foregoing reasons, IT IS ORDERED that L.A. Insurance's Motion for Summary Judgment (Doc. #117) is DENIED WITHOUT PREJUDICE. IT IS FURTHER ORDERED that the Court's prior rulings on the jury trial waiver provision contained in the franchise agreements (Docs. #86, #121) are VACATED, Defendants' jury demand is STRICKEN, and any triable issues remaining after dispositive motions are ruled on will be by bench trial.