TMC, and were each allowed to separately continue competing in the 

mobile banking business. Subsequently, Boga formed MBSystems, LLC 

and Fuller formed Disaster Recovery Vehicles, LLC. Alex Foris, the owner 

of TMC, had a minority interest in Disaster Recovery Vehicles. And 

Disaster Recovery Vehicles later ordered, and TMC subsequently built, 

mobile banking chassis for Disaster Recovery Vehicles to use to compete in 

the mobile banking business. 

When Boga discovered that Fuller and Foris were competing 

in the mobile banking business through Disaster Recovery Vehicles and 

that Disaster Recovery Vehicles had ordered mobile banking chassis from 

TMC, Boga sued Fuller and TMC, claiming that TMC had violated the 

nondisclosure agreement and the exclusive manufacturing agreement and 

misappropriated trade secrets, and that Fuller had interfered with these 

agreements. The district court ultimately granted Fuller and TMC's 

motion for summary judgment, finding that Boga had failed to identify a 

breach of any contract in which Fuller did not have rights equal to Boga. 

The district court also found that Boga brought or maintained this action 

without reasonable ground under NRS 18.010(2)(b) and awarded Fuller 

and TMC attorney fees. These consolidated appeals followed. 

DISCUSSION 

This court reviews a grant of summary judgment de novo. 

Wood v. Safeway, Inc., 121 Nev. 724, 729, 121 P.3d 1026, 1029 (2005). 

Construction of a contract is generally a question of law that is likewise 

reviewed de nova Anvui, LLC v. G.L. Dragon, LLC, 123 Nev. 212, 215, 

163 P.3d 405, 407 (2007). 

Regarding the nondisclosure agreement, Boga argues that 

TMC breached that agreement by disclosing MATTS' trade secrets to 

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Disaster Recovery Vehicles, or by building a mobile banking unit chassis 

for Disaster Recovery Vehicles using MATTS' trade secrets. But these 

arguments ignore the fact that, to the extent that any trade secrets were 

disclosed, that disclosure was effectively made to Fuller, as the owner and 

operator of Disaster Recovery Vehicles. Per the resolution of the MATTS 

litigation, Fuller was assigned an equal right to any of MATTS' trade 

secrets, and thus, the assertion that TMC somehow violated the 

nondisclosureS agreement by disclosing these alleged trade secrets to 

Disaster Recovery Vehicles lacks merit. 

Further, to the extent that Boga interprets the nondisclosure 

agreement as requiring TMC to use any covered trade secrets for the 

"mutual benefit" of both Boga and Fuller, this argument is also without 

merit. While the interpretation of an ambiguous contract may present a 

question of fact if there is a question as to the parties' intent concerning 

the ambiguous provision, the alternative interpretation creating 

ambiguity must be reasonable. Ammi, 123 Nev. at 215-16, 163 P.3d at 

407. In this case, although the nondisclosure agreement requires that 

TMC's use of any alleged trade secrets "mutually benefit" Boga and Fuller, 

the settlement and court order dissolving MATTS permitted Boga and 

Fuller to separately compete against each other in the mobile banking 

business. And requiring TMC's construction of a mobile banking chassis 

for Fuller to benefit both Boga and Fuller would fly in the face of the 

settlement and order determining that they may compete against one 

another. As a result, Boga's interpretation is not reasonable and the 

district court did not err in rejecting that interpretation. See id. 

Turning to the exclusive manufacturing agreement, Boga 

argues that TMC may not form a business with Fuller, which is what he 

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Olga 

Cherry 

4 

J. 

maintains TMC did by having Faris obtain a minority interest in Disaster 

Recovery Vehicles. But this argument ignores the fact that it is Foris, who 

was not a party to the underlying case, and not TMC, who went into 

business with Fuller. Moreover, the exclusive manufacturing agreement 

only prohibits TMC from building mobile banking chassis for a client other 

than Boga or Fuller, and thus, it does not preclude TMC from producing 

such chassis for Fuller's company, Disaster Recovery Vehicles. 

We have considered appellant's other arguments and conclude 

that they lack merit. Thus, under these circumstances, we agree with the 

district court that no genuine issues of material fact exist such that the 

district court did not err in granting summary judgment to respondents on 

Boga's complaint. Wood, 121 Nev. at 729, 121 P.3d at 1029. 

As to the award of attorney fees, Boga argues that the district 

court abused its discretion when awarding fees because Boga's complaint 

was not groundless as brought or maintained. We review the district 

court's award of attorney fees under NRS 18.010(2)(b) for an abuse of 

discretion. Bobby Berosini, Ltd. v. PETA, 114 Nev. 1348, 1353-54, 971 

P.2d 383, 386-87 (1998). Having reviewed the record and the parties' 

arguments, we do not perceive any abuse of discretion in the grant of fees. 

See id. 

Accordingly, we 

ORDER the judgment of the district court AFFIRMED. 

/ J2c-c-C-7 ,J. 

Hardesty 

Douglas 

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cc: Hon. Lidia Stiglich, District Judge 

Margo Piscevich, Settlement Judge 

Robison Belaustegui Sharp & Low 

Laxalt & Nomura, Ltd./Reno 

Washoe District Court Clerk 

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