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Jan. 16, 2026 Get Citation Alerts Download PDF Add Note

Stephen H. Smith v. Ascension Acquisition LLC et al.

District Court, W.D. Washington

• Citations: None known
• Docket Number: 2:24-cv-01987

• Precedential Status: Unknown Status

• Opinion

• Authorities (10)

• Cited By (0)

• Summaries (0)

• Similar Cases (17.7K)

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Trial Court Document

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UNITED STATES DISTRICT COURT

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WESTERN DISTRICT OF WASHINGTON

AT SEATTLE

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STEPHEN H. SMITH, CASE NO. 2:24-cv-01987-LK

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Plaintiff, ORDER DENYING MOTION FOR

12 v. SUMMARY JUDGMENT

13 ASCENSION ACQUISITION LLC et al.,

14 Defendants.

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16 This matter comes before Court on Plaintiff Stephen H. Smith’s Motion for Summary
17 Judgment. Dkt. No. 39. For the reasons stated below, the Court DENIES the motion.

18 I. BACKGROUND

19 On December 3, 2024, Smith filed a complaint asserting breach of contract and unjust
20 enrichment claims against Defendants Ascension Acquisition, LLC, Ryker Douglas LLC, and
21 Douglas M. Leech. Dkt. No. 1 at 1, 9–10. His claims relate to a business relationship that went
22 awry. On June 5, 2020, Smith Management Services LLC (which is owned by Smith) and
23 Defendant Ryker Douglas LLC (whose sole member is Defendant Douglas Leech) formed Smith
24 Douglas Holdings, LCC (“SDH”) “to acquire, develop[,] and manage inpatient recovery centers
1 on the eastern seaboard[.]” Dkt. No. 40 at 1–2. On March 10, 2023, SDH entered into three
2 agreements with Defendant Ascension Acquisition, LLC and its affiliates related to a recovery
3 center called the Camp Road Facility: (1) a Purchase Agreement, (2) a Development Agreement,
4 and (3) a Lease Agreement. Id. at 2; see also id. at 7–17 (Development Agreement).1 As

5 particularly relevant here, the parties to the Development Agreement are Ascension, SDH, and
6 Smith as “a beneficial owner of SDH.” Dkt. No. 40 at 7. On the same date the above three
7 agreements were executed, Smith entered into a Contribution and Indemnification Agreement with
8 Leech and Ryker Douglas. Dkt. No. 1 at 3, 6; Dkt. No. 40 at 19–33.

9 From what the Court can surmise, the Purchase Agreement involved the purchase by
10 Ascension of interests in the Camp Road Facility from SDH, see Dkt. No. 40 at 2, 7, 19; the
11 Development Agreement obligated SDH to develop the Camp Road Facility, id. at 7–17; and the
12 Lease Agreement required an Ascension affiliate to pay rent to SDH for the Camp Road Facility
13 after its development, see id. at 2, 7–8. Pursuant to the Development Agreement, if SDH
14 substantially completed the Camp Road Facility by April 10, 2024, Ascension would pay SDH up

15 to $3,550,000—a “holdback” amount from the funds Ascension owed under the Purchase
16 Agreement. Id. at 9, 11–12. If, on the other hand, SDH failed to substantially complete the Camp
17 Road Facility by May 10, 2024, SDH and Smith would owe Ascension daily liquidated damages
18 of (1) $5,000 per day for the first 30 days, and (2) $7,500 per day thereafter. Id. at 9, 15. Ascension
19 and its affiliate required personal indemnification for the Development Agreement, id. at 20, and
20 Smith (as “a beneficial owner of SDH”) undertook that obligation, personally guaranteeing the
21 Development Agreement, id. at 15.

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24 1 On May 14, 2025, Smith voluntarily dismissed Ascension as a defendant in this action. Dkt. No. 30.
1 As the Contribution and Indemnification Agreement executed by Smith, Leech, and Ryker
2 Douglas explains, “at the request of Leech, neither Leech nor Ryker Douglas [we]re parties to the
3 Purchase Agreement, the Indemnification Agreement, or the Development Agreement,” nor did
4 they “directly undertake[] any of the Purchase Agreement Indemnification Obligations to

5 [Ascension] under the Purchase Agreement, the Indemnification Agreement Obligations under the
6 Indemnification Agreement, [or] the Development Agreement Obligations under the Development
7 Agreement.” Id. at 20.2 However, “both Leech and Ryker Douglas w[ould] receive direct and
8 indirect benefits from the consummation of the transactions contemplated under” the three
9 agreements. Id. Smith “agreed that neither Leech nor Ryker Douglas w[ould] be required to
10 execute” the three agreements in reliance on Leech and Ryker Douglas’s execution of the
11 Contribution and Indemnification Agreement, which “allocate[d] the liability for the Specified
12 Obligations.” Id.3 As relevant here, the Contribution and Indemnification Agreement states as
13 follows:

14 The Parties . . . acknowledge that Smith . . . and [SDH] have made certain
representations, warranties, and covenants . . . under, or pursuant to, . . . the
15 Development Agreement . . . and that Smith . . . and [SDH] may be called upon to
satisfy the liabilities or obligations that may arise in connection with . . . the
16 Development Agreement (the “Development Agreement Obligations” and
together with the [other obligations], the “Special Responsibility
17 Obligations”). . . . [T]he Parties intend that . . . any amount paid by . . . Smith . . .
or [SDH] in satisfaction of the Special Responsibility Obligations (whether
18 pursuant to the Purchase Agreement or Development Agreement in accordance
with their respective terms, a judgment against Smith . . . or [SDH], pursuant to a
19 settlement, or otherwise) (“Special Responsibility Obligation Indemnification
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2 “Purchase Agreement Indemnification Obligations” are defined as “certain indemnification obligations to
21 [Ascension] and certain of [its] affiliates . . . as more particularly set forth in the Purchase Agreement.” Id. at 19.
“Indemnification Agreement Obligations” are defined as “certain on-going indemnification and contributions
obligations to [Ascension] and certain of [its] affiliates” pursuant to the “Indemnification and Contribution
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Agreement” executed by Ascension, SDH, and Smith. Id. at 19–20. “Development Agreement Obligations” are
defined as “certain on-going obligations to [Ascension] and certain of [its] affiliates related to the construction and
23 development of the Camp Road Project.” Id. at 20.

3 “Specified Obligations” include the Purchase Agreement Indemnification Obligations, Indemnification Agreement
24 Obligations, and Development Agreement Obligations. Id.

1 Payments”) . . . shall be borne one hundred percent (100%) by [Leech and Ryker
Douglas].

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Id. at 21–22. If Leech and Ryker Douglas failed to pay amounts owed to Smith or SDH under the
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Contribution and Indemnification Agreement, (1) Leech and Ryker Douglas would owe interest,
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(2) all amounts owed to Leech and Ryker Douglas under SDH’s LLC Agreement would be paid
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to Smith Management Services LLC until the sum was paid in full, (3) the indemnified party would
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also be able to offset the indemnification sums from any loan amounts owed by SDH to Ryker
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Douglas, and (4) Leech and Ryker Douglas would have to pay the indemnified party’s attorney’s
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fees and costs incurred as a result of their breach of the Contribution and Indemnification
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Agreement. Id. at 23–24.

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According to Smith, due to “liquidity issues” at SDH and his “singular personal exposure
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for the delivery obligations” under the Development Agreement, in early 2024 he “personally
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funded $996,234” to pay the contractor, Jarrett Construction, to complete the Camp Road Facility
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and deliver it on time. Id. at 3; see also Dkt. No. 39 at 6. To obtain these funds, Smith claims that
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he personally borrowed $1,030,000 from an individual named William Kelly. Dkt. No. 40 at 3;
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see also Dkt. No. 39 at 6. He alleges that Leech and Ryker Douglas are responsible for the
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$996,234 sum (plus interest and costs) under the Contribution and Indemnification Agreement.
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Dkt. No. 40 at 3; see also Dkt. No. 39 at 6. According to Smith, he “ha[s] not been reimbursed”
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by them despite formally demanding reimbursement in November 2024. Dkt. No. 40 at 3; see also
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id. at 45–47; Dkt. No. 39 at 6–7.

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Defendants see it differently. According to Leech and Ryker Douglas, Smith “took multiple
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actions that exceeded the grant of authority” given to him by SDH under a “Unanimous Written
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Consent in Lieu of a Special Meeting” executed by the members of SDH in February 2023. Dkt.
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No. 41 at 3. They also dispute whether the personal loan that Smith purports to have taken out was
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1 “actually used . . . for the benefit of SDH or the Camp Road Project” and deny that Smith “is
2 entitled to any repayment.” Id. at 4; see also Dkt. No. 41-1 at 3–4.

3 Shortly after Smith filed suit, the parties filed a joint motion to stay the case “pending a
4 determination of arbitrability by mediator Jay Kornfeld.” Dkt. No. 16 at 1. Kornfield was asked

5 by the parties to determine whether a prior settlement agreement covered the dispute at issue in
6 Smith’s complaint. Id. at 1–2. This settlement apparently resolved two prior cases involving the
7 parties—one in the Superior Court of Spokane County and another in Orange County, Florida.
8 Dkt. No. 41 at 3–4, 9–10. The Court granted the stay on January 24, 2025. Dkt. No. 17. While the
9 Court is not privy to Kornfeld’s decision, Smith represents that Kornfield determined that the
10 Indemnification Agreement at issue in this case was not referenced in the Settlement Agreement,
11 and “there is no resolution of any issues, disputes, or claims” in the Settlement Agreement that
12 “might have existed or arisen under that Indemnification Agreement.” Dkt. No. 42 at 7. Smith
13 claims to have attached this ruling in connection with his reply brief, but failed to do so. Dkt. No.
14 43 at 1, 4–7.

15 In any event, the stay concluded and Leech and Ryker Douglas filed their answer as well
16 as counterclaims for breach of contract and breach of fiduciary duty. Dkt. No. 19. Smith filed this
17 motion for summary judgment on July 21, 2025, over a month prior to the deadline for initial
18 disclosures, Dkt. No. 38 at 1, stating that summary judgment is appropriate because his right to
19 relief is based on contractual language. Dkt. No. 39 at 1–2.

20 II. DISCUSSION

21 Smith argues that (1) the Indemnification Agreement is signed and enforceable, (2) he
22 borrowed and paid $996,234 of his own funds “[t]o honor SDH’s obligations under the
23 Development Agreement to Ascension/RCap”—obligations that constitute “Special

24 Responsibility Obligation[s]” under the Indemnification Agreement, and (3) Leech and Ryker
1 Douglas failed to pay Smith $996,234 despite a formal demand. Dkt. No. 39 at 8–10.4 Based on
2 these arguments, Smith says that “there is no question of fact” that Leech and Ryker Douglas
3 breached the Indemnification Agreement. Id. at 8 (citation modified).

4 Defendants disagree, arguing that Smith is not entitled to summary judgment because his

5 arguments rely on “multiple questions of fact” into which “Defendants have not yet been able to
6 conduct discovery[.]” Dkt. No. 41 at 6. Discovery opened on August 25, 2025, Dkt. No. 38 at 1,
7 and closes on June 12, 2026, Dkt. No. 47 at 2. Defendants request that the Court either defer ruling
8 on the motion until the end of discovery or deny the motion as premature pursuant to Federal Rule
9 of Civil Procedure 56(d). See Dkt. No. 41. at 1–2. Smith replies that Rule 56(d) is inapplicable and
10 maintains that he is entitled to summary judgment. See generally Dkt. No. 42.

11 A. Jurisdiction

12 Because Smith failed to properly set forth his citizenship or the citizenship of Defendants,5
13 the Court issued an Order to Show Cause requiring him to show why the case should not be
14 dismissed for lack of subject matter jurisdiction. Dkt. No. 50. The Court explained that

15 “[i]ndividuals are citizens of the place in which they are domiciled, which is not necessarily the
16 same as where they reside,” and “an LLC is a citizen of every state of which its owners/members
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18 4 Smith cites Delaware law, stating in conclusory fashion that “[t]he Development Agreement and [Indemnification
Agreement] both have provisions stating that the governing law is the law of the State of Delaware,” Dkt. No. 39 at 8
19 n.2, without engaging in a conflict of laws analysis. See Johnson v. Peter, No. C21-1602-LK, 2023 WL 22021, at *4
(W.D. Wash. Jan. 3, 2023) (“When analyzing choice of law provisions . . . federal courts sitting in diversity apply the
laws of the forum state”; in Washington, this requires courts to assess “(1) whether there is an actual conflict of laws
20 between the two proposed states, and if so, (2) whether the choice-of-law provision in the relevant agreement is
effective.”).

21 5 See Dkt. No. 1 at 1–2 (pleading that Smith “is a resident of the State of Washington”; Ryker Douglas “is now a
Florida limited liability company, which, upon information and belief, is principally owned by Messrs. Leech and
22 Boggs and managed, in part, by Mr. Boggs” and that Ryker Douglas’s “principal place of business is in Largo,
Florida”; Leech “is, upon information and belief, an individual residing in Windermere, Florida” and “an owner of
23 the equity interest of [Ryker Douglas] along with Mr. Boggs”; and “[u]pon additional information and belief, Mr.
Leech transferred a majority interest in [Ryker Douglas] to Mr. Boggs to mislead a private equity purchaser Renovus,
with regard to what he owned, but whether that illusory transfer was reversed after the fact is unknown”; “Mr. Boggs
24 is not a resident of the State of Washington”).

1 are citizens.” Dkt. No. 50 at 2 (citation modified). Despite this instruction, Smith submitted a
2 response that does not expressly aver that he is domiciled in this state. See generally Dkt. No. 51.
3 And he asserts in conclusory fashion that “no defendant is a resident of, or domiciled in, the state
4 of Washington.” Id. at 1–2. This does not suffice to establish diversity. See Dkt. No. 50 at 2 (court’s

5 order to show cause, citing Fifty Assocs. v. Prudential Ins. Co. of Am., 446 F.2d 1187, 1190 (9th
6 Cir. 1970) for the proposition that “[f]ailure to make proper and complete allegations of diversity
7 jurisdiction relegates a litigant to . . . jurisdictional purgatory” and Un Boon Kim v. Shellpoint
8 Partners, LLC, No. 15-cv-611-LAB (BLM), 2016 WL 1241541, at *5 (S.D. Cal. Mar. 30, 2016)
9 for the proposition that diversity is inadequately pleaded when the operative complaint makes only
10 conclusory allegations of citizenship). Smith points the Court to his declaration, Dkt. No. 51 at 1–
11 2, but declarations only support arguments; they are not a substitute for arguments in a party’s
12 substantive response. See LCR 7(b) (“The argument in support of the motion shall . . . be submitted
13 as part of the motion itself.”); cf. Natera, Inc. v. Neogenomics Lab’ys, Inc., No. 1:23-CV-629, 2023 14 WL 11852796, at *5 n.6 (M.D.N.C. Dec. 27, 2023) (“[D]eclarations are not substitutes for

15 briefs[.]”).

16 Nevertheless, the Court can determine from the arguments properly before it that the parties
17 are diverse. Smith is domiciled here: he has resided in Washington for many years, pays taxes
18 here, is registered to vote in this state, and is raising his family in two homes in the state. Dkt. No.
19 51 at 1–2, 5. Defendants’ diversity disclosure statement establishes that Ryker Douglas is a citizen
20 of Florida; its sole member is Defendant Douglas Leech, who is domiciled in Florida. Dkt. No. 52
21 at 1. Furthermore, the complaint establishes that over $900,000 is in controversy. Dkt. No. 1 at 9–
22 10. Accordingly, the Court has subject matter jurisdiction under 28 U.S.C. § 1332 (a) and
23 discharges its Order to Show Cause, Dkt. No. 50.

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1 B. Legal Standard

2 Summary judgment is appropriate only when “the movant shows that there is no genuine
3 dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.
4 Civ. P. 56(a). The Court does not make credibility determinations or weigh the evidence at this

5 stage. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). The sole inquiry is “whether the
6 evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-
7 sided that one party must prevail as a matter of law.” Id. at 251–52. And to the extent that the Court
8 resolves factual issues in favor of the nonmoving party, this is true “only in the sense that, where
9 the facts specifically averred by that party contradict facts specifically averred by the movant, the
10 motion must be denied.” Lujan v. Nat’l Wildlife Fed’n, 497 U.S. 871, 888 (1990).
11 To establish that a fact cannot be genuinely disputed, the movant can either cite the record
12 or show “that the materials cited do not establish the . . . presence of a genuine dispute, or that an
13 adverse party cannot produce admissible evidence to support the fact.” Fed. R. Civ. P. 56(c)(1)(B).
14 Once the movant has made such a showing, “the nonmoving party must come forward with specific

15 facts showing that there is a genuine issue for trial.” Matsushita Elec. Indus. Co., Ltd. v. Zenith
16 Radio Corp., 475 U.S. 574, 587 (1986) (citation modified).

17 If the nonmoving party “shows by affidavit or declaration that, for specified reasons, it
18 cannot present facts essential to justify its opposition, the court may: (1) defer considering the
19 motion or deny it; (2) allow time to obtain affidavits or declarations or to take discovery; or (3)
20 issue any other appropriate order.” Fed. R. Civ. P. 56(d). Rule 56(d) “provides a device for litigants
21 to avoid summary judgment when they have not had sufficient time to develop affirmative
22 evidence.” United States v. Kitsap Physicians Serv., 314 F.3d 995, 1000 (9th Cir. 2002). “To
23 prevail under this Rule, parties opposing a motion for summary judgment must make ‘(a) a timely

24 application which (b) specifically identifies (c) relevant information, (d) where there is some basis
1 for believing that the information sought actually exists.’” Emps Teamsters Loc. Nos. 175 & 505
2 Pension Tr. Fund v. Clorox Co., 353 F.3d 1125, 1129 (9th Cir. 2004) (quoting VISA Int’l Serv.
3 Ass’n v. Bankcard Holders of Am., 784 F.2d 1472, 1475 (9th Cir. 1986)).

4 If a nonmovant has not yet had the “opportunity to discover information that is essential to

5 its opposition,” granting summary judgment is “precipitous [and] premature[.]” Inteliclear, LLC
6 v. ETC Global Holdings, Inc., 978 F.3d 653, 663–64 (9th Cir. 2020) (citation modified). “[Q]uick
7 summary judgment motions can impede informed resolution of fact-specific disputes.” Burlington
8 N. Santa Fe R.R. Co. v. Assiniboine & Sioux Tribes of the Fort Peck Rsrv., 323 F.3d 767, 774 (9th
9 Cir. 2003). Accordingly, a Rule 56(d) “continuance of a motion for summary judgment for
10 purposes of discovery should be granted almost as a matter of course unless the non-moving party
11 has not diligently pursued discovery of the evidence.” Burlington, 323 F.3d at 773–74 (quoting
12 Wichita Falls Off. Assocs. v. Banc One Corp., 978 F.2d 915, 919 n.4 (5th Cir. 1992)); see also
13 Metabolife Int’l, Inc. v. Wornick, 264 F.3d 832, 846 (9th Cir. 2001) (explaining that although the
14 rule “facially gives judges the discretion to disallow discovery when the non-moving party cannot

15 yet submit evidence supporting its opposition, the Supreme Court has restated the rule as requiring,
16 rather than merely permitting, discovery ‘where the nonmoving party has not had the opportunity
17 to discover information that is essential to its opposition’” (quoting Anderson, 477 U.S. at 250 18 n.5)).

19 C. Defendants Have Identified the Information They Hope to Gain and its Relevance
20 Although Smith contends that the declaration Defendants filed in support of their Rule
21 56(d) request is insufficient, see Dkt. No. 42 at 13, that declaration specifically identifies the
22 categories of information Defendants hope to gain:

23 • Whether Mr. Smith actually borrowed $996,234;

• Whether the purported promissory note for the loan is genuine;

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1 • Whether Mr. Smith “actually spent any funds for the benefit of the Camp
Road Project”; and

2 • Whether Mr. Smith made payments that constitute “Special Responsibility
Obligations” under the Indemnification Agreement.

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Dkt. No. 41-1 at 2–4.

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The declaration also details the relevance of the requested information and how it would
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preclude summary judgment. See id. For example, as relevant to the genuineness of the promissory
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note, the declaration states that the “loan document” attached to Smith’s complaint differs from
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the loan document provided in a related suit in that it “does not contain the paragraphs referring to
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SDH and Camp Road SDH Real Estate,” making “Defendants believe that either or both of the []
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loan documents may be forged, fraudulent or altered and may represent an attempt by Smith to
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commit a fraud[.]” Dkt. 41-1 at 2.6 Defendants want to use discovery to explore “the discrepancy
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between the documents.” Id. 12

Another example relates to Defendants’ specific obligations under the Indemnification
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Agreement. Defendants are obligated to repay Smith for “Special Responsibility Obligations.” Id. 14

at 3. In relevant part, the Indemnification Agreement states:

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Smith . . . and [SDH] may be called upon to satisfy the liabilities or obligations that
16 may arise in connection with . . . the Development Agreement (the “Development
Agreement Obligations” and together with the PCOR Responsible Obligations, the
17 “Special Responsibility Obligations”).

18 Id. at 3–4 (quoting Dkt. No. 1-1 at 5). The declaration states that “[t]hese definitions necessarily
19 present several questions of fact upon which the Defendants would seek discovery, namely: (1)
20 whether Smith was ‘called upon’ to satisfy any liabilities or obligations; and (2) whether the
21 payments made by Smith ‘ar[ose] in connection with the Development Agreement.’” Id. at 4. The
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6 In February 2024, Smith apparently unilaterally edited the January 2024 promissory note securing the loan “to reflect
23 that the funds would be used for construction of the Camp Road Facility” and “backdated the Note to its initial date
of January 10, 2024”—something he discloses to the Court for the first time in his declaration attached to his reply
24 brief. Dkt. No. 44 at 3. At the time Smith modified the promissory note, he and SDH were in litigation against
Defendants. See Dkt. Nos. 41-3–41-5.

1 declaration adds, “[t]hese facts are essential to oppose summary judgment because, if [Smith’s]
2 alleged payments did not constitute ‘Special Responsibility Obligations’ under the Indemnification
3 Agreement, then the Defendants would be under no obligation to pay him anything.” Id.

4 Smith responds by assuring the Court that Defendants have evidence about these issues.

5 Dkt. No. 42 at 3–4, 10–13. Regarding whether the promissory note is genuine, he states that
6 [t]he fact that Mr. Smith modified the Note for the Kelly Loan does not change the
fact that there was a $1,030,000 Kelly Loan. The modification is also irrelevant to
7 the actual issue in this matter of whether Mr. Smith used the funds from the Kelly
Loan for the Camp Road Facility and is entitled to indemnification under the CIA.
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Id. at 4. He adds that “[a]lmost six months ago, Mr. Smith and Mr. O’Connor submitted
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declarations to mediator Mr. Kornfeld and defense counsel, with supporting documentation, which
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explained why Mr. Smith modified the Note for the Kelly Loan to specify the funds would be used
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for the Camp Road Facility.” Id. at 3 (citation modified).

12

With respect to the dispute over whether Smith’s alleged payments constitute “Special
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Responsibility Obligations” under the Indemnification Agreement, Smith asserts that if he had not
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“obtained the Kelly Loan in early January and committed all of those funds to keep the constructing
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going on the Camp Road Facility, the Camp Road Facility would not have been substantially
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completed on time under the Development Agreement.” Id. at 12. In support of this claim, he cites
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his own declaration that states “[h]ad I not obtained the Kelly Loan for the Camp Road Facility,
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the Camp Road Facility would not have been substantially completed on time.” Dkt. No. 44 at 3.
19

But he appears to concede that Defendants have been unable to substantiate that he spent the full
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amount of the Kelly Loan on the Camp Road Facility. Dkt. No. 44 at 4 (noting that in July 2024,
21

a representative affiliated with SDH “confirmed that he traced at least $896,000 of the Kelly Loan
22

from Mr. Kelly to Jarrett Construction”); Dkt. No. 42 at 2–3, 10.

23

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1 Smith’s arguments only underscore that the parties’ dispute is not one that can be resolved
2 in a premature motion for summary judgment. Indeed, it is clear even on the limited record before
3 the Court that factual disputes pervade this matter, and the Court is mystified as to why the motion
4 was filed if the parties truly met and conferred in good faith as required by this Court’s Standing

5 Order and the Local Civil Rules. Dkt. No. 4-1 at 4; Dkt. No. 37; LCR 1(c)(6). Defendants have
6 not had the opportunity to explore potential defenses in discovery, such as investigating the
7 genuineness of the promissory note, assessing the extent to which the circumstances required—or
8 did not require—Smith to obtain a loan, and evaluating whether Smith expended the loan funds on
9 the Camp Road Facility. See generally Dkt. Nos. 39, 41–42. That Defendants may possess relevant
10 evidence prior to discovery does not foreclose their “opportunity to discover information that is
11 essential to [their] opposition.” Inteliclear, 978 F.3d at 663 (citation modified); see also Anderson,
12 477 U.S. at 250 n.5 (Rule 56(d) (then Rule 56(f)) requires that “summary judgment be refused
13 where the nonmoving party has not had the opportunity to discover information that is essential to
14 his opposition”). Specifically, the Court is not persuaded that prior declarations submitted in a

15 mediation eliminate any need for discovery about the genuineness of the promissory note, nor is
16 the Court convinced that—prior to discovery—it would be possible or appropriate to determine
17 whether Smith’s alleged payments constitute “Special Responsibility Obligations” under the
18 Indemnification Agreement. While some evidence may exist and already be in Defendants’
19 possession, resolving summary judgment at this stage seriously risks “imped[ing] informed
20 resolution of fact-specific disputes” through discovery. Burlington, 323 F.3d at 774. Doing so
21 would be “precipitous [and] premature[.]” Inteliclear, 978 F.3d at 664.

22 D. Defendants Have Satisfied the Remaining Requirements of Rule 56(d)

23 Defendants made their Rule 56(d) request early in the case, 10 months before the June 12,

24 2026 discovery deadline and over a year prior to trial. Dkt. No. 47 at 1–2 (case schedule); Dkt. No.
1 41 (Defendants’ August 11, 2025 request). Their request is therefore timely. See IVC Highlands
2 TT., LLC v. DirectBuy, Inc., No. C16-327-RAJ, 2016 WL 3690127, at *2 (W.D. Wash. July 12,
3 2016) (finding that a Rule 56(d) request was timely when it was “filed within the time Defendant
4 had to oppose the summary judgment motion”).

5 Where, as here, “a summary judgment motion is filed so early in the litigation, before a
6 party has had any realistic opportunity to pursue discovery relating to its theory of the case, district
7 courts should grant any [Rule 56(d)] motion fairly freely.” Burlington, 323 F.3d at 773 (citing the
8 prior version of Rule 56(d)). Considering the parties’ arguments and the sum of record, the Court
9 easily finds that summary judgment is premature at this time. Accordingly, Defendants are entitled
10 to relief under Rule 56(d) and, given the early stage of the proceedings, Smith’s motion for
11 summary judgment is denied without prejudice to filing a renewed motion after discovery after
12 meaningfully meeting and conferring with Defendants.7

13 E. The Court Does Not Resolve the Parties’ Preclusion Arguments

14 Finally, as discussed, the Court knows very little about the parties’ mediation before Jay

15 Kornfeld. It appears to have resulted in a settlement agreement that resolved two prior cases
16 between the parties. Dkt. No. 41 at 3–4, 9–10. Defendants argue that Smith’s summary judgment
17 motion should be denied because his claims are “barred” by the prior settlement or res judicata.
18 Id. at 9, 14.

19 Smith disagrees, arguing that a settlement does “not support a res judicata defense[].” Dkt.
20 No. 42 at 6 (citation modified). He adds that “pursuant to the Settlement Agreement, Mr. Kornfeld
21 is to decide all questions of interpretation of the Settlement Agreement . . . [and] Mr. Kornfeld
22 decided that the [Indemnification Agreement] was not referenced in the Settlement Agreement,
23

7 The Court may impose sanctions if it finds that the parties have not meaningfully met and conferred prior to filing
24 any dispositive motion in the future.

1 and ‘there is no resolution of any issues, disputes, or claims that might have existed or arisen under
2 that Indemnification Agreement.’” Id. at 7.

3 Because the Court denies Smith’s motion for summary judgment based on Rule 56(d), it
4 need not resolve the preclusion disputes. Moreover, the Court does not have sufficient information

5 to rule on the disputes; for example, Smith claims to provide “a true and correct copy of the
6 mediator Jay Kornfeld’s written decision, dated March 17, 2025, in the present matter,” Dkt. No.
7 43 at 1, but instead provides an order signed by Superior Court Judge Charnelle M. Bjelkengren
8 and dated June 18, 2025, id. at 4–7.

9 III. CONCLUSION

10 For the foregoing reasons, Smith’s Motion for Summary Judgment, Dkt. No. 39, is
11 DENIED without prejudice.

12 Dated this 16th day of January, 2026.

13 A

14 Lauren King

United States District Judge

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