Borschow Hosp. & Med. Supplies v. CESAR CASTILLO

• Decision Date: 18 April 1995
• Docket Number: Civ. No. 90-1177(SEC).
• Citation: 882 F. Supp. 236
• Parties: BORSCHOW HOSPITAL & MEDICAL SUPPLIES, INC., Plaintiff, v. CESAR CASTILLO, INC.; Becton Dickinson and Co., et al., Defendants.
• Court: U.S. District Court — District of Puerto Rico

882 F. Supp. 236

BORSCHOW HOSPITAL & MEDICAL SUPPLIES, INC., Plaintiff, v. CESAR CASTILLO, INC.; Becton Dickinson and Co., et al., Defendants.

Civ. No. 90-1177(SEC).

United States District Court, D. Puerto Rico.

April 18, 1995.

Harry E. Woods, Woods & Woods, Hato Rey, PR, for plaintiff Borschow Hosp. & Medical Supplies, Inc.

Edilberto Berrios-Perez, Hato Rey, PR, Luis Fernandez-Ramirez, San Juan, PR, for defendants Cesar Castillo, Inc., Jose Luis Castillo, Umeco, Inc.

Alfonso Miranda-Cardenas, San Juan, PR, Donald R. Ware, Foley, Hoag & Eliot, Boston, MA, for defendants Beckton Dickinson & Co., Rafael Zapata, Rita Zapata, Rafael Seijo, Roberta Seijo.

Alfonso Miranda-Cardenas, San Juan, PR, for defendant Ken Dooley.

Edilberto Berrios-Perez, Hato Rey, PR, for defendants Alice Castillo, Carlata Castillo, Betty Castillo.

Angel R. De-Corral-Julia, San Juan, PR, for defendants Conrado Abruna, Zoraida Rodriguez-De-Lopez, Emilio Lopez-Figueroa, Teresa Noy-De-Bernstein, Boris Bernstein, Nilsa Lopez-De-Abruna, Elizabeth Bermudez-De-Lopez.

Jesus M. Rivera-Arvelo, Angel R. De-Corral-Julia, San Juan, PR, for defendant Jose Raul Lopez-Colon.

OPINION AND ORDER

CASELLAS, District Judge.

In this action, plaintiff Borschow Hospital & Medical Supplies, Inc. ("Borschow"), alleges that in May 1985 Becton Dickinson's predecessor, Parke Davis & Company ("Parke Davis") entered into a distribution agreement with plaintiff whereby plaintiff was appointed as the exclusive distributor of a line of products manufactured by Deseret Medical, Inc. ("Deseret"), a subsidiary or division of Parke Davis. Plaintiff alleges that Becton Dickinson assumed Parke Davis' obligations under the distribution agreement, and that it thereafter terminated plaintiff's right of exclusivity in violation of the Puerto Rico Dealers Act, commonly known as Law 75, 10 L.P.R.A. § 278. Although plaintiffs complaint includes additional elaborate claims against Becton Dickinson and several codefendants ranging from alleged violations of antitrust laws to violations of the RICO Act, all claims have their genesis in Becton Dickinson's decision, in November 1989, to offer the Deseret line of products to two additional distributors in Puerto Rico, as part of an effort to expand its presence in the Puerto Rico market. On January 15, 1991, Becton Dickinson filed a motion for summary judgment on the grounds that the pleadings, depositions, and affidavits on record showed there was no genuine issue as to the facts material to the exclusivity issue. Specifically, Becton Dickinson asserted that under the express terms of the distribution agreement, plaintiff was appointed a "nonexclusive" distributor. Consequently, it reasoned, any parol evidence offered by plaintiff in an attempt to contradict the express terms of the agreement is barred by the parol evidence rule.

By order of the Court, Becton Dickinson's motion for summary judgment was referred to a magistrate judge, along with plaintiff's opposition thereto (docket # 114), Becton's Reply (docket # 130), and plaintiff's Response (docket # 133), for a Report and Recommendation. In his Report and Recommendation, the magistrate judge acknowledged the fact that the distribution agreement contains a clause which "clearly establishes that the contract is nonexclusive." Notwithstanding said clause, the Magistrate, noting that section 9.10 of the agreement provided for subsequent amendments to the contract, considered a two-page document filed by plaintiff as just such an amendment, which clearly established that the distribution contract was exclusive. In addition, the Magistrate relied on deposition testimony and admissions which allegedly showed that the contract was being executed as one for exclusive distribution. Accordingly, the Magistrate recommended that Becton's motion for summary judgment be denied.

On November 23, 1993, after considering Becton Dickinson's objections to the Magistrate's recommendation, the Court, Acosta, J., adopted the same, and denied the motion for summary judgment. Thereafter, Becton Dickinson filed a motion requesting that the Court certify its order of November 23, 1993 for an interlocutory appeal pursuant to 28 U.S.C. § 1292(b), or in the alternative, for a reconsideration of the Court's ruling (docket # 184). Before Becton Dickinson's motion for certification/reconsideration could be ruled upon, however, Judge Acosta assumed senior status, and the case was eventually transferred to the undersigned's docket. As a result, the motion is now properly before us, and the parties agree that the matter is ripe for disposition by this Court. Accordingly, we decline to certify the matter for an interlocutory appeal, and instead proceed to a reconsideration of the Court's order denying Becton Dickinson's request for summary judgment.¹

The familiar purpose of summary judgment is to "pierce the pleadings and to assess the proof in order to see whether there is a genuine need for trial." Garside v. Osco Drug, Inc., 895 F.2d 46, 50 (1st Cir. 1990). According to Fed.R.Civ.P. 56, a summary judgment motion should be granted when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the nonmoving party is entitled to judgment as a matter of law. NASCO, Inc. v. Public Storage, Inc., 29 F.3d 28 (1st Cir.1994). "By its very terms, this standard provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there is no genuine issue of material fact." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). For a dispute to be "genuine", there must be sufficient evidence to permit a reasonable trier of fact to resolve the issue in favor of the nonmoving party. U.S. v. One Parcel of Real Property, 960 F.2d 200, 204 (1st Cir.1992). See also, Boston Athletic Ass'n v. Sullivan, 867 F.2d 22, 24 (1st Cir.1989). "By like token, `material' means that the fact is one that might affect the outcome of the suit under the governing law." Morris v. Government Development Bank of Puerto Rico, 27 F.3d 746, 748 (1st Cir.1994).

Moreover, this Court may not weigh the evidence. Casas Office Machines, Inc. v. Mita Copystar America, Inc., 42 F.3d 668 (1st Cir.1994). Summary judgment "admits of no room for credibility determinations, no room for the measured weighing of conflicting evidence such as the trial process entails." Id. (citing Greenburg v. Puerto Rico Maritime Shipping Authority, 835 F.2d 932, 936 (1st Cir.1987)). Accordingly, if the facts permit more than one reasonable inference, the court on summary judgment may not adopt the inference least favorable to the non-moving party. Casas Office Machines, 42 F.3d at 684. Cognizant of the above cited standard, we turn now to the merits of the parties' contentions, to assess whether summary judgment is appropriate as a matter of law. We find that it is.

As noted above, the Magistrate in his Report and Recommendation recognized that the distribution agreement at issue in this case clearly established that the supplier-distributor relationship between the parties was to be maintained on a nonexclusive basis. Nevertheless, the Magistrate found that a two-page document filed by plaintiff as an exhibit, had the effect of amending the agreement to provide that the relationship would be exclusive. The document in question is in essence a two-page outline, itemizing the respective obligations of the supplier and the distributor under an unidentified "agreement". Admittedly, point number two under the section titled "Obligations of the SUPPLIER" does provide that the supplier is bound to...