April 21, 2019

Colorado Court of Appeals: Articles of Incorporation and Bylaws Did Not Contain Enforceable Agreement for Continued Purchasing of Goods and Services

The Colorado Court of Appeals issued its opinion in Arnold v. Anton Cooperative Ass’n on September 1, 2011.

Discrimination—Colorado Civil Rights Act—Jurisdiction—Breach of Contract.

April Arnold appealed the trial court’s judgment against her and in favor of defendants Anton Cooperative Association (Association), Chester Kenney, and Louanne Kenney. Arnold also appealed the orders awarding costs and fees to defendants. The orders were affirmed in part and reversed in part, and the case was remanded with directions.

Arnold was a member of the Association, which operates a general store. Chester Kenney is the Manager of the Association, and Louanne Kenney is his wife and an employee of the Association. The Association sent Arnold a notice that she was no longer permitted to enter or purchase from the Association’s store. Arnold then brought this action, alleging discrimination based on gender and disability, breach of the membership contract, and intentional interference with contract.

Arnold argued that the trial court erred in dismissing her claim for discrimination in a place of public accommodation under part 6 of the Colorado Civil Rights Act (CRA). The trial court concluded that only the county courts have jurisdiction to hear public accommodation claims under the CRA. However, district courts and county courts have concurrent jurisdiction over claims brought under part 6 of the CRA. Therefore, the trial court erred in dismissing Arnold’s CRA claim.

Arnold also argued that the trial court erred in dismissing her breach of contract claim. Specifically, she argued that the Association’s articles of incorporation and bylaws, when read together with the Cooperatives Act, provide her with an express right to purchase goods and services from the Association’s store. However, these documents do not contain an enforceable promise that Arnold will be permitted to continue purchasing goods and services from the Association’s store. Therefore, the trial court did not err in granting the Association’s motion for summary judgment regarding her breach of contract claim.

Arnold further contended that, as an alternative to her express contract claim, the trial court should have implied terms into the contract or proceeded under a quasi-contract theory to find that she had a right to purchase goods and services from the Association’s store. Arnold, however, did not preserve this issue for appeal. Further, Arnold’s argument would require the court to rewrite her contract with the Association, which it is not permitted to do.

Finally, because Arnold’s interference with contract claim was wholly dependent on her claim for breach of express contract, and the latter claim could not be sustained, the trial court did not err in granting the Association’s motion for summary judgment as to Arnold’s interference claim. The judgment dismissing Arnold’s claim under the CRA was reversed, and the case was remanded for further proceedings on that claim. In all other respects, the judgment was affirmed. The trial court’s order awarding costs to defendants was reversed given the resolution of the issues presented on appeal, and the order awarding attorney fees was affirmed.

This summary is published here courtesy of The Colorado Lawyer. Other summaries for the Colorado Court of Appeals on September 1, 2011, can be found here.

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