Rich v. Outdoor Media Dimensions, Inc.
Rich v. Outdoor Media Dimensions, Inc.
Opinion of the Court
MEMORANDUM
Kimberly Rich appeals a jury verdict in favor of Outdoor Media Dimensions, Inc. (“OMD-NV”) awarding the company $340,000 for breach of contract and $300,000 for conversion. We conclude that her arguments on appeal are without merit, and we affirm.
The district court did not err by submitting the interpretation of the Stock Buy-Back Agreement and Independent Contractor Retainer Agreement (“Agreement”) to the jury. Under Nevada law, it is the province of the jury to determine the meaning of an ambiguous contract. See Ringle v. Bruton, 120 Nev. 82, 86 P.3d 1032, 1039 (2004) (per curiam). Here, the Agreement was “reasonably susceptible to more than one interpretation.” Margrave v. Dermody Props., Inc., 110 Nev. 824, 878 P.2d 291, 293 (1994). Either it imposed on OMD-NV legally distinct obligations to Herson and to Kim, severally, or it imposed on OMD-NV a unitary obligation to pay Kim for her share of the company, subject to the performance of certain duties by Herson. Therefore, the district court properly submitted the question of the contract’s meaning to the jury.
For the same reason, it was not error for the district court to reject appellant’s proffered jury instruction. The instruction, which stated that the delivery of the billboard permit sets prior to August 31, 2001, was not a condition precedent to OMD-NV’s obligation to pay for Rich’s stake in the company, would have conclusively established the meaning of the disputed contract. As noted above, the job of interpreting the ambiguous Agreement in light of all the circumstances belonged to the jury. The district court was therefore correct to refuse the instruction.
Substantial evidence also supports the jury’s award of $300,000 on the claim of conversion. Appellees presented ample testimony that Herson improperly used OMD-NV’s corporate assets for personal pursuits. And while it is true that Karl Park’s estimates regarding the cumulative impact of Herson’s malfeasance did not expressly refer to OMD-NV, as opposed to the Oregon corporation, a jury nonetheless could reasonably conclude that Kim’s references to “the company” and to “OMD” pertained solely to OMD-NV. Kim’s testimony generally related only to OMD-NV, and his references to the Oregon corporation were specifically identified as such. Further, as appellees noted at oral argument, the district court was careful to focus the jury’s attention on documents pertaining only to the Nevada corporation. On this record, the evidence of conversion from OMD-NV’s coffers supports the jury’s award of damages.
For the foregoing reasons, the judgment of the district court is AFFIRMED.
This disposition is not appropriate for publication and may not be cited to or by the courts of this circuit except as provided by 9th Cir. R. 36-3.
. Appellant correctly asserts that the inclusion of the Oregon corporation as a party to the lawsuit would have destroyed diversity, and that the district court would have lacked jurisdiction to hear a claim or uphold a jury’s award of damages regarding the conversion of assets from the Oregon company. See, e.g., Grupo Dataflux v. Atlas Global Group, L.P., 541 U.S. 567, 569, 124 S.Ct. 1920, 158 L.Ed.2d 866 (2004). The district court did not lack jurisdiction, however, to admit evidence relating to the Oregon corporation. So long as there was substantial evidence to support an award of $300,000 as to OMD-NV— and we conclude that there was — the case
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