Columbus Trade Exchange v. AMCA Intern. Corp.
| Decision Date | 12 April 1991 |
| Docket Number | No. C2-86-696.,C2-86-696. |
| Citation | 763 F. Supp. 946 |
| Parties | COLUMBUS TRADE EXCHANGE, INC., Plaintiff, v. AMCA INTERNATIONAL CORP., Defendant. |
| Court | U.S. District Court — Southern District of Ohio |
Craig Alan Smith and Kenneth Andrew Gamble, Columbus, Ohio, for plaintiff.
Thomas Earl Palmer, Columbus, Ohio, for defendant.
This matter is before the Court pursuant to the Defendant, AMCA International Corp.'s ("AMCA" or "Varco-Pruden", a unit of AMCA International Corp.) motion for partial summary judgment as to Counts I, II, and III of Plaintiff, Columbus Trade Exchange, Inc.'s ("Tradecorp") Complaint. The plaintiff has filed a Memorandum Contra, to which the defendant has filed a Reply Memorandum. Count I of the Complaint states breach of contract as the cause of action, while Count II alleges Promissory Estoppel and Count III contends Equitable Estoppel. Plaintiff alleges jurisdiction arises under 28 U.S.C. § 1332.
This entire matter emanates from a meeting held on May 8, 1985, in Memphis, Tennessee between representative of the plaintiff, Tradecorp, and the defendant, AMCA or Varco-Pruden. In attendance at the meeting were Art Goehring, President and owner of Tradecorp and John Fairless, an employee of Tradecorp, coupled with John Sullivan, Senior Vice President of Administration of Varco-Pruden, James W. Drake, Vice President of Sales for Varco-Pruden and Dean Grant, then President of Varco-Pruden.
By way of background, Tradecorp is in the business of facilitating barter transactions between its various clients. Essentially, this is done by creating a network of clients, determining each client's wants and needs, and determining what services or products the client has to barter in exchange for their specific wants and needs. Tradecorp then attempts to arrange compatible exchanges between clients. In turn, Tradecorp then receives a commission for arranging these barter transactions.
AMCA is a Canadian corporation headquartered in Hanover, New Hampshire. AMCA International has a number of divisions, including AMCA Buildings. Varco-Pruden Buildings is a division of AMCA Buildings, and is in the business of manufacturing preengineered steel buildings.
At the May 8, 1985 meeting, the representatives from Tradecorp proposed a barter transaction to the Varco-Pruden representatives wherein Varco-Pruden would provide steel to Tradecorp in exchange for "trade credits"1 which could be redeemed at a later date for goods or services in Tradecorp's inventory. Tradecorp was interested in dealing with Varco-Pruden because Tradecorp wished to build a steel structure to house their operations, and Varco-Pruden could supply the necessary steel materials. As part of the proposal, Goehring and Fairless explained to Drake, Sullivan, and Grant the types of goods and services that Tradecorp could supply. Plaintiff Tradecorp contends that Goehring and Fairless "left the meeting convinced that a deal had been struck, whereby Varco-Pruden would supply the materials necessary for Tradecorp's building in return for Tradecorp's agreement to investigate areas where Varco-Pruden could spend trade credits it received in exchange for the materials." Plaintiff's Memorandum in Opposition at p. 6 ().
It is undisputed that no document, contract, memorandum, or any other writing of any kind was made at the May 8th meeting. However, a letter date May 10, 1985, was sent from Goehring to Drake. The letter provided as follows:
Respectfully /S/ Art Goehring This letter is important because it is based upon this letter that the plaintiff contends an enforceable agreement existed between the parties. Varco-Pruden did not respond to the letter. The Court will now turn its attention to the standard to be applied to the instant motions.
In considering this motion, the Court is mindful that the standard for summary judgment "mirrors the standard for a directed verdict under Rule 50(a) , which is that the trial judge must direct a verdict if, under the governing law, there can be but one reasonable conclusion as to the verdict." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) citing Brady v. Southern Ry. Co., 320 U.S. 476, 479-480, 64 S.Ct. 232, 234-235, 88 L.Ed. 239 (1943). Thus, the Supreme Court concluded in Anderson that a judge considering a motion for summary judgment must "ask himself not whether he thinks the evidence unmistakably favors one side or the other but whether a fair minded jury could return a verdict for the plaintiff on the evidence presented." 477 U.S. at 252, 106 S.Ct. at 2512.
Rule 56(c) of the Federal Rules of Civil Procedure provides in pertinent part:
The judgment sought shall be rendered forthwith if 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 moving party is entitled to judgment as a matter of law.
In essence, the inquiry is whether the evidence presented a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law. Anderson, 477 U.S. at 252, 106 S.Ct. at 2512.
Such an inquiry necessarily implicates the evidentiary standard of proof that would apply at the trial on the merits. As a result, the Court must view the evidence presented through the prism of the substantive evidentiary burden. Rule 56(e) therefore requires that the nonmoving party go beyond the pleadings and by their own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986). The plain language of Rule 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish an element essential to that party's case, and on which that party will bear the burden of proof at trial. Id. at 322, 106 S.Ct. at 2552.
In Banks v. Rockwell International N. Am. Aircraft Operations, 666 F.Supp. 1053 (S.D.Ohio 1987) (J. Graham), this district enunciated the importance of granting summary judgments in appropriate situations by stating that: "Although summary judgment should be cautiously invoked, it is an integral part of the Federal Rules which are designed to secure the just, speedy and inexpensive determination of every action." citing, Celotex Corp. v. Catrett, 477 U.S. at 324, 106 S.Ct. at 2553, (quoting Fed.R.Civ.P. 1); Anderson, 477 U.S. at 252, 106 S.Ct. at 2512.
Thus, the mere existence of a scintilla of evidence in support of a plaintiff's claim is insufficient — there must be evidence upon which a jury could reasonably find for the plaintiff. Having discussed the Rule 56 standard of review, the Court now turns to the merits.
Defendant Varco-Pruden has moved for summary judgment as to Count I on the basis that the plaintiff's breach of contract claim is barred by the Statute of Frauds, Ohio Rev.Code § 1302.04. The Ohio Revised Code section is the state's adoption of Uniform Commercial Code section 2-201, and it governs the judicial enforceability of a contract for the sale of goods for the price of $500 or more. Ohio Rev.Code § 1302.04(A) (U.C.C. § 2-201(1)) provides in relevant part as follows:
(A) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker.
The plaintiff argues that although there was no formal written contract in this case and thus Ohio's Statute of Frauds code section is applicable, there are likewise two applicable exceptions to the Statute of Frauds, to wit: the "Written Confirmation of the Contract" exception, Ohio Rev.Code § 1302.04(B) (U.C.C. § 2-201(2))2; and the "Partial Performance" exception, Ohio Rev.Code § 1302.04(C)(3) (U.C.C. § 2-201(3)(C))3. Based on these exceptions, the plaintiff argues that summary judgment is not appropriate as to Count I.
The plaintiff offers as written confirmation the letter provided above from Goehring to Drake. Official Comment 1, which follows the Ohio Revised Code section, enlightens the Court as to what the writing, or in this case the letter, must include in order to satisfy the statute of frauds exception. The Comment states as follows:
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