LEFT COAST VENTURES, INC., a Delaware corporation v. BRIGHTSTAR, LLC, a limited liability company organized under the laws of Colorado

NOT FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

LEFT COAST VENTURES, INC., a
Delaware corporation,

Plaintiff-Appellant,

v.

BRIGHTSTAR, LLC, a limited liability
company organized under the laws of
Colorado,

Defendant-Appellee.

No. 19-35952

D.C. No. 2:19-cv-00686-RSM

MEMORANDUM
*

Appeal from the United States District Court
for the Western District of Washington
Ricardo S. Martinez, Chief District Judge, Presiding

Submitted November 19, 2020
**

Seattle, Washington

Before: GOULD and FRIEDLAND, Circuit Judges, and OTAKE,
***
District
Judge.

*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.

**
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).

***
The Honorable Jill A. Otake, United States District Judge for the
District of Hawaii, sitting by designation.
FILED

NOV 27 2020

MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS

2 19-35952
Appellant Left Coast Ventures, Inc. (“Left Coast”) appeals the district
court’s judgment in favor of Appellee Brightstar, LLC (“Brightstar”) on Left
Coast’s declaratory judgment and breach of contract claims related to Left Coast’s
attempted acquisition of Brightstar’s interests in a chain of marijuana dispensaries
operating under the name “Native Roots.” The parties are familiar with the facts
and proceedings, and we will not state them except as necessary to explain our
decision.
We have jurisdiction under 28 U.S.C. § 1291. We review a dismissal under
Federal Rule of Civil Procedure 12(b)(6) de novo, accepting a plaintiff’s
allegations as true and viewing them in the light most favorable to the plaintiff.
See Soo Park v. Thompson, 851 F.3d 910, 918 (9th Cir. 2017). For the reasons set
forth below, we affirm.
The district court did not err in concluding that Left Coast and Brightstar did
not enter into an enforceable agreement as to the acquisition of Native Roots. The
parties never mutually assented to an enforceable agreement, despite expressing in
the Letter of Intent (“LOI”) that they intended to enter into one in the future. See
Keystone Land & Dev. Co. v. Xerox Corp., 94 P.3d 945, 948–50 (Wash. 2004).
Nor is the LOI ambiguous. When read as a whole, its references to a
potential acquisition, proposed terms, non-binding obligations, and a future
definitive acquisition agreement show at most a future intent to enter into an

3 19-35952
agreement. See id.; Sandeman v. Sayres, 314 P.2d 428, 428–30 (Wash. 1957); see
also McGary v. Westlake Invs., 661 P.2d 971, 974 (Wash. 1983). The district court
was therefore correct that the clauses on which Left Coast’s claims rest merely
established an “agreement to agree,” which is not enforceable under Washington
law. See P.E. Sys., LLC v. CPI Corp., 289 P.3d 638, 644 (Wash. 2012). Because
the LOI is not ambiguous, Left Coast was not entitled to discovery to ascertain its
meaning.
AFFIRMED.