Premier Floor Care, Inc. v. Albertsons Companies, Inc.

Background

Premier Floor Care, Inc. provided floor-cleaning services at more than one hundred Safeway stores in Northern California beginning in 2001. Safeway ended the relationship in 2018 after a bidding process. Premier alleged that Safeway did so because a local union pressured Safeway to replace Premier with King Janitorial Equipment. Safeway responded that cost drove the decision, noting that Premier’s bid was less competitive than King’s and that replacing Premier with King would save about $2.2 million.

Premier asserted three claims against Albertsons Companies, Inc. and Safeway, Inc., which the opinion collectively calls “Safeway”: civil conspiracy, breach of contract including breach of the implied covenant of good faith and fair dealing, and violation of California Business and Professions Code section 17200, California’s unfair-competition law. Safeway moved for summary judgment, which is a ruling entered before trial when the court determines that no genuine dispute of important fact requires a trial and the moving party is entitled to judgment under the law.

Civil-conspiracy claim

Premier described the alleged underlying wrongdoing as an unlawful secondary boycott under section 158(b)(4)(ii) of the National Labor Relations Act. The court explained that California civil conspiracy is not an independent claim; it is a way to impose liability for an independent civil wrong. The court held that section 158 prohibits certain conduct by a labor union but does not provide for conspiracy liability against a company in Safeway’s position. Premier cited no authority allowing a state-law conspiracy claim based on a federal law that does not recognize such conspiracy liability.

The court also held that, even if conspiracy liability were theoretically available, Premier had not shown the required agreement among the alleged conspirators. Premier’s theory was that the union and King coerced Safeway, but coercion is inconsistent with a voluntary agreement. Premier’s representative also testified that Safeway did not have an agreement with the union or King to terminate Premier.

Finally, the court held that no reasonable jury could find that union activity influenced Safeway’s 2017 bidding decision. The court noted that union complaints had existed for years while Safeway continued to use Premier and selected Premier in the second bidding round. Premier’s bid was not the lowest, and Safeway had asked Premier to consider adjusting its pricing. The court also rejected Premier’s proposed aiding-and-abetting theory because Premier had not pleaded that theory in its operative complaint, and because the evidence would not allow a reasonable jury to find the required substantial assistance or encouragement. The court granted summary judgment on the civil-conspiracy claim.

Contract claim

Premier originally alleged that Safeway breached the 2015 Master Agreement by ending the relationship before December 31, 2018. Safeway argued, and Premier conceded in deposition, that Premier’s submission of a bid in response to the 2017 request for proposals created a new contract. That new contract allowed Safeway, in its sole discretion, to immediately terminate an existing agreement without liability.

Premier did not substantively respond to that argument and instead presented a new theory in its opposition brief: that Safeway breached the implied covenant of good faith and fair dealing by promising to conduct a fair bidding process and comply with laws and governmental rules. The court rejected this theory because Premier had not alleged it in the complaint. The court further stated that the theory would fail on the merits because there was no evidence of a conspiracy, the implied covenant could not contradict the contract’s express terms, and the bidding documents gave Safeway broad discretion. The court granted summary judgment on the breach-of-contract and implied-covenant claim.

Unfair-competition claim

Premier’s section 17200 claim referred to the alleged conspiracy with the union and King and an allegedly sham bidding process. Premier agreed at the hearing that this claim was derivative of its conspiracy and contract claims. Because the court granted summary judgment on those claims, it also held that summary judgment on the section 17200 claim was warranted. The court did not address Safeway’s separate argument that the claim was barred because Premier had an adequate remedy at law.

Disposition

The court granted Safeway’s motion for summary judgment and instructed the Clerk to enter final judgment in Safeway’s favor. The opinion does not state that the judgment was entered with or without prejudice. A sanctions motion remained pending; the court ordered the parties to meet and confer about whether an agreement could make that motion unnecessary and to file a status report within three weeks of the order’s date.