United States District Court, E.D. Virginia, Alexandria Division
D. DAVIS UNITED STATES MAGISTRATE JUDGE.
matter is before the Court on Plaintiffs Motion for Summary
Judgment. For the reasons stated below, the Court has granted
STANDARD OF REVIEW
to Federal Rule of Civil Procedure 56(a), a party may move
the court for summary judgment on any claim or defense, and
the court shall grant the motion and enter judgment as a
matter of law where the moving party has demonstrated that
"there is no genuine dispute as to any material
fact" in the case. Fed.R.Civ.P. 56(a); Celotex Corp.
v. CatretL 477 U.S. 317, 330 (1986). A
"genuine" issue concerning a "material'*
fact only arises when the evidence, viewed in the light most
favorable to the non-moving party, sufficiently allows a
reasonable jury to return a verdict in that party's
favor. Anderson v. Liberty Lobby Inc., 477 U.S. 242,
248 (1986). The governing substantive law will determine
which facts are material, and a fact will be material if a
dispute as to that fact affects the outcome of the suit.
defeat an otherwise properly supported motion for summary
judgment, the non- moving party must rely on more than
conclusory allegations, "mere speculation, " the
"building of one inference upon another, " the
"mere existence of a scintilla of evidence, " or
the appearance of some "metaphysical doubt"
concerning a material fact. Anderson, 477 U.S. at
248; Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 586-87 (1986); Beale v.
Hardy, 769 F.2d 213, 214 (4th Cir. 1985); Lewis v.
City of Va. Beach Sheriffs Office, 409 F.Supp.2d 696,
704 (E.D. Va. 2006).
October 3, 2017, Allegheny Casualty Company filed its
Complaint against River City Roofing, LLC, Rodney G. Young,
Karen R. Young, and Sterling Young to enforce the general
indemnity agreement between the parties. (Dkt. No. 1.)
Defendants filed their answer on October 31, 2017. (Dkt. No.
4.) On January 24, 2018, the Honorable Liam O'Grady
ordered that this case be reassigned to the undersigned
Magistrate Judge per the parties' request. (Dkt. No. 16.)
Although discovery in this matter closes on May 11, 2018,
Plaintiff filed its Motion for Summary Judgment on January
11, 2018. (Dkt. No. 7.) This Court granted Defendants'
Consent Motion for Extension of Time to File a Response on
January 24, 2018. (Dkt. No. 15.) Pursuant to that Order,
Defendants filed their Response to Plaintiffs Motion on
January 29, 2018, (Dkt. No. 17), and Plaintiff filed its
Reply on February 5, 2018. (Dkt. No. 18.) This Court held a
hearing on Plaintiffs Motion on February 9, 2018. (Dkt. No.
20.) After hearing argument from each party, the undersigned
took this matter under advisement. (Id.)
following facts are undisputed by the parties based on a
reading of the pleadings and the briefs in support of and in
opposition to Plaintiffs Motion for Summary Judgment. In
2014, Plaintiff issued performance and payment bonds on
behalf of River City Roofing, LLC ("RCR"), as
principal, for three construction projects that Defendants
subcontracted with Branch & Associates, Inc.
("Branch") to perform. (Dkt. No. 8 at 2.) In
November 2014, the parties entered into a general indemnity
agreement ("GIA") in which Defendants agreed to be
jointly and severally liable to Plaintiff in the event of any
loss on the bonds. (Id.) Rodney G. Young, Karen R.
Young, and Sterling Young (collectively, the "individual
Defendants") executed the GIA as individual indemnitors.
(Id. at 3.) Rodney G. Young also executed the GIA on
behalf of RCR in his capacity as a managing member.
provides that if Plaintiff makes a payment in "good
faith" on Defendants' behalf under the belief that
Plaintiff is liable for the payment, then Plaintiff is
"entitled to charge" Defendants for that payment
regardless of whether liability existed. (Dkt. No. 8-2 at
2.) Additionally, the GIA requires Defendants to deposit
sufficient collateral with Plaintiff "as soon as
liability exists or is asserted" against Plaintiff,
regardless of whether Plaintiff has made a payment on
Defendants' behalf. (Dkt. No. 8 at 3.)
February 2017, Plaintiff received a payment bond claim from
American Builders & Contractors Supply Co. ("ABC
Supply"), which is one of RCR's suppliers. (Dkt. No.
8 at 4.) Although ABC Supply demanded $27, 312.01, Plaintiff
paid $16, 440.17 to ABC Supply. (Id.) In May 2017,
Plaintiff received a performance bond claim from Branch for a
sum of $105, 333.47, which Plaintiff investigated using a
consulting agency. (Id. at 5.) Plaintiff expended
$13, 388.94 conducting the Branch claim investigation.
(Id. at 6.) In September 2017, Plaintiff received a
payment bond claim from Brock Associates, LLC
("Brock"), another RCR supplier. (Id. at
4.) Brock claims it is owed $5, 189.40; however, Plaintiff
has not made any payment to Brock. (Id.) Plaintiff
has demanded that Defendants post collateral sufficient to
protect Plaintiff. (Id. at 6.)
parties do not dispute that Virginia law governs the
interpretation of the GIA. See Klaxon Co. v. Stentor
Elec. Mfg. Co.,313 U.S. 487, 496 (1941) (a federal
court sitting in a diversity jurisdiction case must apply
choice of law rules of the forum state). Under Virginia law,
unambiguous terms of an express indemnity agreement between a
surety and a subcontractor are given their plain meaning, and
the "surety is entitled to stand upon the letter of his
contract." Fidelity & Deposit Co. of Maryland v.
Bristol Steel & Iron Works,722 F.2d 1160, 1163 (4th
Cir. 1983); Bell BCI Co. v. Old Dominion Demolition
Corp.,294 F.Supp.2d 807, 812 (E.D. Va. 2003). In other
words, an express indemnification contract controls the
relationship between surety and subcontractor rather than
applying implied indemnity principles. See Fidelity,
722 F.2d at 1163. And ...