ORDER GRANTING PARTIAL SUMMARY JUDGMENT FOR DEFENDANT ERICSSON

JOHN C. COUGHENOUR, District Judge.

This matter comes before the Court on Defendant Ericsson's Motion for Partial Summary Judgment (Dkt. No. 52) and supporting declarations and exhibits (Dkt. Nos. 53-55), Plaintiff UCF's Response (Dkt. No. 62) and supporting declarations and exhibits (Dkt. Nos. 63 and 64), Ericsson's Reply (Dkt. No. 72), UCF's Cross-Motion for Summary Judgment (Dkt. No. 74), supporting declarations and exhibits (Dkt. Nos. 75-77), Ericsson's Response (Dkt. No. 83), and UCF's Reply (Dkt. No. 85).1

Having thoroughly considered the parties' briefing and the relevant record, the Court finds oral argument unnecessary and hereby GRANTS Ericsson's motion (Dkt. No. 52) and DENIES UCF's cross-motion (Dkt. No. 74) for the reasons explained herein.

I. BACKGROUND

The above-captioned matter concerns four businesses: Plaintiff United Capital Funding Corp. ("UCF"), Defendant Ericsson, Inc. ("Ericsson"), Third-Party Defendant Kyko Global, Inc. ("Kyko"), and non-party Prithvi Solutions, Inc. ("Prithvi"). At the center of the present litigation is the question of whether assignments made by Prithvi to UCF were legitimate.

A. Contractual Relationships Between the Respective Parties and Prithvi

Prithvi is a "global provider of IT Consulting and Engineering solutions." See About Us, PRITHVI SOLUTIONS, INC., http://www.prithvisolutions.com/Aboutus/AboutUs.aspx (last visited Dec. 14, 2015). On September 27, 2010, Prithvi and Plaintiff UCF entered into an agreement providing that UCF, a factoring company, would eventually purchase Prithvi's accounts.2 (Dkt. No. 1 at 3.) Prithvi formally assigned its accounts receivable to UCF via 22 invoices dated between March 24, 2014 and May 6, 2014 through the signature of its purported CEO, Madhavi Vuppalapati. (Dkt. No. 57-1 at 19-60.)

The legitimacy of these assignments from Prithvi to UCF forms the core dispute on these cross-motions; Defendant Ericsson contends that the assignments were signed by Prithvi's CEO after he3 had already resigned, rendering them ineffective. (Dkt. No. 52 at 6.)

On December 17, 2012, Defendant Ericsson entered into an agreement with Prithvi under which Ericsson paid Prithvi for services provided by Prithvi. This agreement included an anti-assignment clause. (Dkt. No. 55-1 at 26.) In a letter dated August 30, 2010, prior to the date of Prithvi and UCF's agreement (September 27, 2010), UCF sent notice to Ericsson that payments owed to Prithvi should be paid directly to Ericsson pursuant to the UCF-Prithvi agreement. (Dkt. No. 1-1.) Ericsson indicates that it did not receive this letter until May of 2014. (Dkt. No. 55 at 8.) Starting in March 2013, prior to receiving notice that UCF was claiming a right to its payments, Ericsson provided the payments it owed to Prithvi pursuant to their contract; in total, over $3 million. (Dkt. No. 55-4.) Unbeknownst to Ericcson at the time, the payments it was making pursuant to its contract with Prithvi were going to UCF. (Dkt. No. 20 at 5-7.) Based on UCF's receipt of those payments, Ericsson counterclaims against UCF for unjust enrichment. (Id.)

Third-Party Defendant Kyko, another factoring company, has claimed—and received— payments otherwise owed to Prithvi. (Dkt. No. 52 at 5; Dkt. No. 53 at 3-4.) Kyko and the entity Prithvi Information Solutions, Ltd ("PISL") entered into a factoring agreement on or about November 21, 2011. (Dkt. No. 53-2 at 17.) However, the agreement between Kyko and PISL went sour, and Kyko successfully sued PISL (and approximately fifteen other parties including Prithvi) in this Court in 2013 (case C13-1034-MJP). (Dkt. No. 53-2 at 12-38, 40.) Kyko obtained a judgment against PISL, Prithvi, and the other defendants in the amount of $17,568,854.00. (Id. at 40.) In collecting on its judgment in King County Superior Court, Kyko located some of Prithvi's assets, including amounts owed to Prithvi by Ericsson pursuant to the Ericsson-Prithvi contract. (Dkt. No. 53-3 at 27-29.) After a garnishment proceeding in King County Superior Court, Ericsson was ordered to pay Kyko $189,640.84, which it did. (Id.) UCF had notice of this garnishment procedure and did not object. (Dkt. No. 53-3 at 47.)

B. The Present Litigation

Here, UCF sues Ericsson for $184,539.50 in payments it claims it is owed under its assignment from Prithvi which have not been paid. (Dkt. No. 1 at 5.) Ericsson counterclaims, and in so doing conditionally impleads Kyko.4 (Dkt. No. 20 at 4.) For the reasons explained below, the Court determines that the assignments made to UCF by Prithvi were invalid and Ericsson may avail itself of an immunity defense as a garnishee. Accordingly, partial summary judgment for Ericsson is warranted and UCF's claims against Ericsson are DISMISSED.

II. DISCUSSION

A. Choice of Law

UCF argues that Texas law should apply to this dispute because it was the choice of law in the contract between Ericsson and Prithvi. (Dkt. No. 62 at 3-4.) However, this litigation is only tangentially related to the contract between Ericsson and Prithvi which was to be governed by Texas law and the UCC. (Dkt. No. 63-2 at 27.) Rather, this litigation pertains to UCF's attempt to attack a garnishment judgment from King County Superior Court based on an assignment of rights that occurred in Washington from a Washington resident. (Dkt. No. 1; see also Dkt. No. 27 at 3.) Accordingly, the Court applies Washington law and the UCC.

B. Standard of Review

Pursuant to Rule 56 of the Federal Rules of Civil Procedure, "[t]he court shall 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). In making such a determination, the Court must view the facts and justifiable inferences to be drawn therefrom in the light most favorable to the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). Once a motion for summary judgment is properly made and supported, the opposing party "must come forward with `specific facts showing that there is a genuine issue for trial.'" Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (quoting Fed. R. Civ. P. 56(e)). Material facts are those that may affect the outcome of the case, and a dispute about a material fact is genuine if there is sufficient evidence for a reasonable jury to return a verdict for the non-moving party. Anderson, 477 U.S. at 248-49. Ultimately, summary judgment is appropriate against a party who "fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986).

For three independent reasons, each of which would be sufficient unto itself, partial summary judgment in Ericsson's favor is appropriate.

C. The Assignments Made to UCF Were Invalid

Prithvi assigned its accounts receivable to UCF via 22 invoices dated between March 24, 2014 and May 6, 2014 through the signature of its purported CEO, Madhavi Vuppalapati. (Dkt. No. 57-1 at 19-60.) However, Mr. Vuppalapati was not the CEO of Prithvi on any of the signing dates: he resigned as the CEO and President on March 14, 2014. (Dkt. No. 53-3 at 23, 25.)

In response to the argument that these assignments were invalid, UCF writes, "for all anyone knows, Vuppalapati resigned as CEO but was placed in another managerial position and was still authorized to make the assignments." (Dkt. No. 62 at 10.) No evidence is offered by UCF to suggest that this is so, and Mr. Vuppalapati's resignation letter reads: "I am grateful for having had the opportunity to serve on the board of this fine organization, and I offer my best wishes for its continued success." (Dkt. No. 53-3 at 25.) The much more reasonable conclusion to draw from this letter is that he left Prithvi entirely on March 14, 2014. This is the conclusion the Court draws.

Furthermore, in its argument, UCF asks the Court to make what it calls the "reasonable inference" that Mr. Vuppalapati had authority to sign these agreements after his resignation and shifts the burden to Ericsson to "indisputably establish this material fact in its favor." (Dkt. No. 62 at 10.) However, there is no genuine dispute of material fact raised by UCF's conjecture, nor is any argument raised to suggest that the assignments should be validated due to apparent authority. Even if there were, this would fail as under Washington law, apparent authority is conferred by the actions of the principal (Prithvi) and not the agent (Vappalapati). Mauch v. Kissling, 56 Wn.App. 312, 316 (Wash. Ct. App. 1989) ("Apparent authority can only be inferred from the acts of the principal and not from the acts of the agent.")

The entire basis of UCF's argument that it is the rightful recipient of payments made (through garnishment) from Ericsson to Kyko hinges on these invalid assignments. UCF's arguments are only weakened further by the fact that, when Kyko obtained its Writ of Garnishment against Ericsson, UCF didn't object despite being aware of the proceedings. (Dkt. No. 53 at ¶ 7; Dkt. No. 53-3 at 47-48.) The invalidity of the assignments from Prithvi to UCF is sufficient grounds to grant partial summary judgment for Ericsson.

D. Ericsson May Avail Itself of Immunity Under RCW § 6.27.300

Rev. Code Wash. § 6.27.300 provides immunity for a garnishee who pays in accordance with a court judgment as follows:

While UCF argues that Ericsson may not avail itself of the statute because it applies to "any claim of the defendant," and the defendant to the garnishment was Prithvi and not UCF, this is an inaccurate reading of the statute for three reasons. (Dkt. No. 74 at 19.) First of all, this section of the Revised Code of Washington does not define "defendant" at all, let alone so narrowly. See Rev. Code. Wash. § 6.27.010. Second, in 1999, the State Supreme Court interpreted the immunity provision as follows, "a garnishee's payment under a judgment is sufficient defense against a debtor who later asserts a claim on the indebtedness against the garnishee." Watkins v. Peterson Enterprises, Inc., 137 Wn.2d 632, 647 (1999) (emphasis added). Finally, the legislative intent of the garnishment statute is to protect garnishees and supports reading the statute as extending to Ericsson:

Rev. Code Wash. § 6.27.005.

The Court finds that, as a garnishee, Ericsson is immune from UCF's suit—providing an additional basis to grant partial summary judgment in Ericsson's favor.

III. CONCLUSION

For the foregoing reasons, Defendant Ericsson's motion for Partial Summary Judgment (Dkt. No. 52) is GRANTED and Plaintiff UCF's Motion for Summary Judgment (Dkt. No. 74) is DENIED. UCF's claims against Ericsson are hereby DISMISSED with prejudice.