Roger Edwards, LLC v. Fiddes & Sons, Ltd.

• Decision Date: 01 November 2004
• Docket Number: No. 03-2096.,No. 03-2195.,03-2096.,03-2195.
• Citation: 387 F.3d 90
• Court: U.S. Court of Appeals — First Circuit
• Parties: ROGER EDWARDS, LLC, Plaintiff, Appellant/Cross-Appellee, v. FIDDES & SONS, LTD., Defendant, Appellee/Cross-Appellant.

387 F.3d 90

ROGER EDWARDS, LLC, Plaintiff, Appellant/Cross-Appellee, v. FIDDES & SONS, LTD., Defendant, Appellee/Cross-Appellant.

No. 03-2096.

No. 03-2195.

United States Court of Appeals, First Circuit.

Heard April 6, 2004.

Decided November 1, 2004.

Appeal from the United States District Court for the District of Maine, David M. Cohen, United States Magistrate Judge.

Thomas F. Hallett, for plaintiff-appellant/cross-appellee.

Ronald W. Schneider, with whom David A. Soley, Bernstein, Shur, Sawyer & Nelson, was on brief, for defendant-appellee/cross-appellant.

Before SELYA, Circuit Judge, JOHN

R. GIBSON,^* Senior Circuit Judge, and HOWARD, Circuit Judge.

JOHN R. GIBSON, Senior Circuit Judge.

Roger Edwards, LLC, appeals from a grant of summary judgment against it as to part of its contract suit against Fiddes & Son, Ltd., and judgment on a jury verdict against Edwards on the remaining issues. Edwards contends that the Magistrate Judge¹ erred in entering partial summary judgment based on the Magistrate Judge's conclusion that the contract had been terminated by an e-mail from Edwards stating, "[I]t is over ... [W]e are done"; Edwards contends that the e-mail was susceptible of more than one meaning and that there is a genuine issue of fact as to whether the contract was terminated by the e-mail. Edwards also contends that the Magistrate Judge should have allowed Edwards to recover damages based on Fiddes's failure to give reasonable notice of termination. Edwards further contends that the district court erred in rejecting Edwards's proposed anticipatory repudiation jury instruction. We affirm.

Larry Mann is the owner of Roger Edwards, LLC, a Maine limited liability company. Edwards had been distributing a furniture wax called "Briwax" since 1988. In June 2000, Mann entered negotiations with Fiddes, a British wax manufacturer based in Cardiff, Wales, about becoming a distributor for Fiddes. In e-mails exchanged from June to August 7, 2000, Mann and Fiddes's principal, Robert Fiddes Gooding, worked out a trial distributorship agreement. The terms were never memorialized in one contract document, but must be gleaned from the exchange of lengthy e-mails. Mann asked for certain states as "protected territory." Gooding responded, "We would grant territorial rights to the 34 states as requested, with a periodic review rather based on both quantity sold and efforts extended. I would like to discuss this in greater detail with you...." Mann urged Gooding to finalize the agreement, and Gooding responded, "I. . . am pleased to grant territorial rights to those states requested." On August 7, Mann e-mailed: "Sounds good — we have a deal." The parties stipulated that the agreement did not have a specified termination date and was not for a fixed duration.

Edwards began buying Fiddes products in September 2000. By November 2001, the relationship was beginning to fray, with Mann complaining about inadequate promotional literature and Fiddes complaining about unpaid invoices. Mann and Gooding met in New York in November, but relations did not improve. Mann wrote Fiddes that he suspected that Fiddes was not turning over to him "all Fiddes Supreme business of serious consequence," and Fiddes voiced its suspicions that Mann was selling his biggest customers Briwax instead of Fiddes Supreme.

On November 17, 2001, Mann wrote to Gooding asking for Gooding to give Mann a letter agreement to present to a banker in connection with Edwards's application for inventory financing. (Mann later testified that the "banker" was Mann himself, and that he had walked back and forth between two chairs during the "conversation" reported in the e-mails.) Mann wrote to Gooding that the banker had advised him that "it could be worth a lot more taking you to court than following through with Fiddes Wood Care." Gooding did not send the requested "letter agreement," and on November 19, 2001 at 12:18 a.m., Mann wrote Gooding:

I have to assume that by your refusal to provide a letter of our agreement, you do realize it is over. Period. [T]oday for that matter, we are done. We will be in a mode of recover our costs through all means we have including offset, clear out inventory we have and pursue litigation.

That same day at 9:21 a.m., Gooding responded:

Your clear decision to revoke all official distribution rights for our range of wood finishing materials in the agreed 34 states is indeed disappointing, however not surprising. It has become evident from your recent correspondence that you had neither the financial means nor the intention to develop our business any further.

Two days later, after further e-mails from Mann requesting the letter for the "banker," Gooding sent Mann an e-mail that reproduced the two November 19 e-mails excerpted above and concluded: "We will not respond to any further requests concerning the above whilst the balance of your account remains unpaid."

Edwards brought suit in the state court of Maine for breach of contract and specific performance. The breach alleged was stated in one simple paragraph:

The Defendant has breached its agreement with the Plaintiff by bypassing the Defendant's distributorship in order to sell directly to end users within the 34 exclusive territorial states provided to Plaintiff, and/or by permitting other distributors to market and distribute Fiddes products within the Plaintiff's exclusive territory.

Fiddes removed the case to federal court and counterclaimed for amounts Edwards owed on unpaid invoices for Fiddes products.

Fiddes moved for summary judgment on the ground that if there was a contract, Edwards terminated it on November 19, 2001, and was not entitled to specific performance or to damages accruing after that date. The Magistrate Judge granted partial summary judgment based on Edwards's admissions of key facts stated in Fiddes's summary of undisputed facts. Roger Edwards, LLC v. Fiddes & Son, Ltd., 245 F.Supp.2d 251, 261 (D.Me.2003). Fiddes stated:

27. Robert Fiddes Gooding wrote to Larry Mann on November 21, 2001 outlining the two e-mails that reflected Mann's termination of the parties' relationship and Robert Fiddes' acceptance of that termination. (Plaintiff's Admissions, Exhibit AA, attached hereto at Tab 19, authenticated in Plaintiff's Admissions, at ¶ 38).

(Emphasis added.) The statement thus references a November 21 e-mail that in turn reproduced the two November 19 e-mails that Fiddes said terminated the contract. The Exhibit AA referred to in the statement actually reproduces three e-mails, rather than two, but Exhibit AA does include two November 19 communications. In the first of these, at 12:18 a.m., Mann stated, "[I]t is over. Period. today [sic] for that matter, we're done." Goodings's response at 9:21 a.m. on the same day stated, "Your clear decision to revoke all official distribution rights ... is indeed disappointing, however not surprising." Edwards admitted paragraph 27 of Fiddes's statement, which characterized the November 19 e-mails as "Mann's termination" and "Fiddes' acceptance of that termination."

Based on this admission, the Magistrate Judge held that Edwards terminated the contract on November 19, 2001, and Fiddes accepted the termination.² 245 F.Supp.2d at 262. Accordingly, the Magistrate Judge held that Edwards could not recover damages that accrued after November 19, 2001, and Edwards was not entitled to specific performance. Id. at 262-63. However, the Magistrate Judge held that Edwards was entitled to trial on the issue of breach and damages before November 19. Id. at 263. The Magistrate Judge also held that Fiddes was entitled to summary judgment on Counts I and II of its counterclaim for the price of the Fiddes products sold to Edwards. Id. at 265.

At trial the jury answered special interrogatories. The jury found that "a contract existed between the plaintiff and the defendant granting the plaintiff the protected right to sell the defendant's products in 32³ states" and that the defendant did not breach the contract. The Magistrate Judge entered judgment for Fiddes on the jury verdict and also entered judgment for Fiddes in the amount of $17,286 plus costs and interest on its counterclaim.

Edwards contends that the Magistrate Judge erred in entering partial summary judgment against it and in denying its requested anticipatory repudiation instruction. Fiddes cross-appealed, but its appeal is limited to an argument about what should happen on remand if we were to reverse.

I.

We review the district court's grant of summary judgment de novo, construing the record in the light most favorable to the nonmoving party, giving the nonmoving party the benefit of all reasonable inferences. Nicolo v. Philip Morris, Inc., 201 F.3d 29, 33 (1st Cir.2000). Summary judgment is appropriate if the pleadings, depositions, answers to interrogatories, admissions and affidavits on file show that there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). "Conjectural allegations, conclusory assertions, and inconsequential evidence" do not suffice to establish a genuine issue of fact. Nicolo, 201 F.3d at 33.

Edwards contends that the Magistrate Judge erred in holding that Edwards had admitted that Mann terminated the contract on November 19 and that Fiddes accepted that termination. Edwards states: "Plaintiff made no such admission." The record shows Edwards did indeed make such an admission.

Edwards admitted paragraph No. 27 in Fiddes's statement of undisputed facts, which said that the November 21 e-mail set out two earlier e-mails "that reflected Mann's termination of the parties' relationship and Robert Fiddes' acceptance of that termination." (emphasis added). Paragraph No. 27 referenced Exhibit AA, which reproduced the Mann to Gooding e-mail of November 19 at 12:18 a.m. ("[I]t is over. Period.") and the Gooding to Mann e-mail of 9:21 a.m. Edwards does not point to any...