Munson v. Valley Energy Investment Fund

Under ORCP 21(A)(1), a trial court errs when it rules based on necessarily decided disputed issues of material fact.

Plaintiffs appealed from a limited judgment granted by the trial court in favor of Defendants. Plaintiffs raise nine errors on appeal; the Court addressed six errors on appeal. Plaintiffs allege fraud against Defendants during the execution of a contract, on grounds that the oral agreement was substantially different from the contract signed, despite Plaintiffs’ reasonable reliance on Defendants’ oral representations of the terms of the contract. Defendants faxed the contract to Plaintiffs, but Plaintiffs simply requested the signature pages; Plaintiff signed and returned the pages to Defendants without reading the entire contract which, pertinent to this case, included a forum-selection clause as well as substantially different terms than those Plaintiffs had intended to agree upon. The Court held that the trial court erred by granting Defendants’ motion to dismiss on grounds of subject matter jurisdiction because the trial court resolved disputed issues of material facts in favor of Defendants while rejecting the merits of Plaintiffs' claims for reformation regarding the same issues. The Court affirmed the trial court’s decision granting Defendants’ motions to dismiss with prejudice specific claims on grounds of breach of fiduciary duty, personal jurisdiction, and tortious contractual interference. Vacated, in part, and remanded in part, on the issue of subject matter jurisdiction.