                                                                            FILED
                           NOT FOR PUBLICATION
                                                                            OCT 23 2017
                    UNITED STATES COURT OF APPEALS                       MOLLY C. DWYER, CLERK
                                                                          U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT


POCO, LLC, a Washington Limited                  No.   16-35310
Liability Company,
                                                 D.C. No. 4:14-cv-05106-SAB
              Plaintiff-Appellant,

 v.                                              MEMORANDUM*

FARMERS CROP INSURANCE
ALLIANCE, INC., a corporation
registered to do business in Washington,

              Defendant-Appellee.


                   Appeal from the United States District Court
                      for the Eastern District of Washington
                  Stanley Allen Bastian, District Judge, Presiding

                     Argued and Submitted October 10, 2017
                    Gonzaga University, Spokane, Washington

Before: GRABER, PAEZ, and CLIFTON, Circuit Judges.

      POCO, LLC appeals the district court’s order granting summary judgment to

Farmers Crop Insurance Alliance (“FCIA”) on POCO’s claims for breach of

contract, misrepresentation, and violation of the Washington Consumer Protection


      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
Act (“CPA”). We review de novo the district court’s order granting summary

judgment. Suzuki Motor Corp. v. Consumers Union of U.S., Inc., 330 F.3d 1110,

1131–32 (9th Cir. 2003). We have jurisdiction under 28 U.S.C. § 1291, and we

affirm.

1.    The district court did not err in rejecting POCO’s breach of contract claim.

The Mutual Release provides that FCIA, “for itself and for its insurance

companies, . . . parent companies, [and] related companies” releases POCO from

liability for claims arising out of POCO’s claim for indemnity under the 2003 crop

insurance policies issued by FCIA. POCO argues that “its insurance companies”

includes the Federal Crop Insurance Company and therefore the federal

government. We disagree.

      Washington follows the “objective manifestation” theory of contract

interpretation. See Hearst Commc’ns, Inc. v. Seattle Times Co., 115 P.3d 262, 267

(Wash. 2005). Courts impute an intention corresponding to the reasonable

meaning of the words used. Oliver v. Flow Int’l Corp., 155 P.3d 140, 142 (Wash.

Ct. App. 2006). The words “its insurance companies” cannot reasonably be

interpreted to bind the federal government and prevent the Department of Justice

from pursing a criminal prosecution against POCO for events related to the 2003

policies. Furthermore, the subject matter of the General Release covers only


                                         2
“claims against each other arising out of POCO’s claim for indemnity under its

2003 federally-reinsured Multiple Peril Crop Insurance (MCPI) and Adjusted

Gross Revenue (AGR) policies, and Farmer Alliance’s handling and adjustment of

said claims.” The limited scope of the Release cannot be reasonably read to

encompass the criminal charges filed against POCO, which dealt with inflating

crop baseline prices to increase eventual payouts on numerous insurance policies.

We therefore affirm the district court’s grant of summary judgment on the breach

of contract claim.

2.    POCO additionally alleges misrepresentation of a material fact. See ESCA

Corp. v. KPMG Peat Marwick, 959 P.2d 651, 654 (Wash. 1998) (quoting

Restatement (Second) of Torts § 552(1) (1977)). “A precondition for finding

liability [for misrepresentation] is knowledge of the facts alleged to have been

concealed or not disclosed.” Pope v. Univ. of Wash., 852 P.2d 1055, 1063 (Wash.

1993), as amended by 871 P.2d 590 (Wash. 1994). Here, POCO has failed to

demonstrate a genuine factual dispute whether FCIA knew that POCO was under a

criminal investigation. POCO’s evidence in support of that proposition stems from

a 2004 insurance policy, rather than the 2003 insurance policy at issue in this case.

Furthermore, to recover for misrepresentation, a plaintiff must prove reasonable

reliance on the purported misrepresentation. Hawkins v. Empress Healthcare


                                          3
Mgmt., LLC, 371 P.3d 84, 92 (Wash. Ct. App. 2016) (fraudulent

misrepresentation); Lawyers Title Ins. Corp. v. Baik, 147 Wash. 55 P.3d 619, 623

(Wash. 2002) (negligent misrepresentation). We agree with the trial court that, as a

matter of law, POCO could not have reasonably relied on the purported

misrepresentation. See Hawkins, 371 P.3d at 92. We affirm the district court’s

grant of summary judgment on POCO’s misrepresentation claim.

3.    POCO also argues that in settling their dispute over the 2003 insurance

policies, FCIA violated Washington’s CPA, Wash. Rev. Code § 19.86.020. An

essential element of such a claim is that the defendant engaged in an unfair or

deceptive act or practice. Wash. Rev. Code § 19.86.093; see also Hangman Ridge

Training Stables, Inc. v. Safeco Title Ins. Co., 719 P.2d 531, 535 (Wash. 1986).

POCO’s CPA claim fails because there was no misrepresentation, deception, or

unfairness. The terms of the contract were not deceptive, and POCO did not make

a showing that there was a genuine dispute over whether FCIA knew about the

criminal investigation. Indeed, as the district court noted, “it strains credibility to

argue that POCO . . . interpreted the release to include any claims, including

criminal, the federal government may have had against POCO.” POCO’s

additional argument that FCIA violated the Insurance Commissioner’s regulations




                                            4
relating to unfair settlement practices, which provide the basis for a CPA claim,

fails for the same reason. See Wash. Admin. Code § 284-30-330.

      AFFIRMED.




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