Cranpark Inc. v. Rogers Group Inc.
| Decision Date | 02 June 2010 |
| Docket Number | Case No. 4:04CV1817. |
| Citation | 721 F.Supp.2d 613 |
| Parties | CRANPARK, INC., Plaintiff, v. ROGERS GROUP, INC., Defendant. |
| Court | U.S. District Court — Northern District of Ohio |
OPINION TEXT STARTS HERE
COPYRIGHT MATERIAL OMITTED.
Michael B. Pasternak, Beachwood, OH, Jonathon M. Yarger, Chernett Wasserman Yarger, Cleveland, OH, for Plaintiff.
Harry D. Cornett, Jr., Thomas W. Baker, Tucker, Ellis & West, Cleveland, OH, for Defendant.
The above-captioned case is before the Court on Defendant Rogers Group, Inc.'s (“Defendant” or “RGI”) Motion for Summary Judgment. ECF Dkt. # 122. The instant matter involves diversity claims by Plaintiff for breach of contract (Count I) and for promissory estoppel (Count II). ECF Dkt. # 1. Defendant seeks summary judgment on Counts I and II. For the following reasons, the Court GRANTS Defendant's motion and enters judgment in favor of Defendant on both Counts I and II:
I. JURISDICTION
This case involves an alleged breach of a purported contractual agreement between Hardrives Paving & Construction, Inc. (“Hardrives”) and Defendant. Plaintiff sues as a successor in interest to Hardrives. ECF Dkt. # 1 at ¶ 1.
Diversity jurisdiction is appropriate pursuant to 28 U.S.C. § 1332 because: Plaintiff Cranpark, Inc. is a business that was duly organized and existed under the laws of the State of Ohio and had a principal place of business at 3550 Union Street, Mineral Ridge, Ohio, 44440; Defendant is a corporation organized under the laws of the state of Indiana, with a principal place of business at 421 Great Circle Road, Nashville, Tennessee, 37228; and the amount in controversy exceeds $75,000. ECF Dkt. # 1 at ¶¶ 1-3, # 14 at ¶¶ 1-2, 3.
Defendant initially contended that Plaintiff was not a successor in interest to Hardrives and that Plaintiff was not a real party in interest in this case. ECF Dkt. # 14 at ¶ 1. In its brief in support of its motion for summary judgment, Defendant concedes that Plaintiff is a successor in interest to Hardrives. ECF Dkt. # 122 at 11-13, citing James Sabatine Dep. . Since Mr. Sabatine's deposition provides factual support for the proposition that Cranpark is a successor in interest to Hardrives' contract with Defendant, the Court finds that Plaintiff has standing to pursue its claim against Defendant. See Sabatine Dep. at 8-18.
Defendant has also denied that the amount in controversy exceeds $75,000. ECF Dkt. # 14 at ¶ 2. The Court finds that the jurisdictional element is satisfied because Plaintiff avers that it has suffered damages in the amount of $10,000,000 as a result of a breach of contract and a good-faith basis exists for that claim-at least for an amount in excess of $75,000. ECF Dkt. # 1 at 7. The Sixth Circuit has held that jurisdiction fails only where a legal certainty exists that a claim is for less than $75,000. Kovacs v. Chesley, 406 F.3d 393, 395 (6th Cir.2005) citing St. Paul Mercury Indemnity Co. v. Red Cab Co., 303 U.S. 283, 58 S.Ct. 586, 82 L.Ed. 845 (1938). The Kovacs court held that a woman satisfied the amount in controversy requirement where: (1) the damages alleged amounted to $100,000; (2) there was a legal basis for her claim; and (3) there was “some chance” that she could recover the amount claimed. Kovacs, 406 F.3d at 395. The court explained that “ultimate loss on the merits, even if based on a legal argument that is clear from the outset, is not enough to preclude jurisdiction, where the claim is apparently in good faith.” Id. In sum, “the test for whether the jurisdictional amount has been met considers whether the plaintiff can succeed on the merits in only a very superficial way.” Id. at 396.
Here, there is some chance that Plaintiff could recover because it has alleged a breach of contract, produced a writing, and alleged damages precipitating from the breach. The law could permit recovery for the type of damages claimed in an amount exceeding $75,000, and the facts alleged can support those damages. See Kovacs, 406 F.3d at 397. Therefore, the amount in controversy is satisfied in this case and diversity jurisdiction exists.
II. SYNOPSIS OF THE FACTS
James Sabatine owned an asphalt paving company named Hardrives Paving and Construction, Inc. ECF Dkt. # 122 at 3; # 125 at 4. Hardrives was located in Mineral Ridge, Ohio. Id.
RGI produces and distributes construction aggregate. ECF Dkt. # 122 at 3; # 125 at 4. At the time of the events of this case, RGI had a large surface limestone quarry near Sandusky, Ohio. Id. RGI shipped the aggregate by rail to three rail-to-truck distribution terminals. Id. In other words, the aggregate would be delivered by rail from the Sandusky quarry to the distribution center, where it was loaded onto trucks. Id. Plaintiff contends that RGI had another site in Macedonia, Ohio, which had only truck-to-truck service, and aggregate had to be trucked in from Sandusky at a higher cost than if it could be shipped by rail. ECF Dkt. # 125 at 4-5. This assertion is important because the Plaintiff ultimately contends that Defendant breached a purported agreement in favor of obtaining rail access at its Macedonia site. See ECF Dkt. # 125 at 15-18. The parties agree that RGI had no presence in the Youngstown area. ECF Dkt. # 122 at 3; # 125 at 5.
The parties disagree as to when they first discussed any prospective deal. See ECF Dkt. # 122 at 4; # 125 at 6. They do agree that Hardrives president James Sabatine and RGI Sales representative Tom Stump met with each other at a Flexible Pavements convention in Columbus, Ohio in March, 1998. Id. Mr. Sabatine and Mr. Stump discussed the possibility of shipping aggregate to Hardrives in the Youngstown region. Id.
Plaintiff contends that the Mr. Sabatine and Mr. Stump then attended a dinner meeting to further discuss the idea. ECF Dkt. # 125 at 6. Plaintiff contends that Mr. Stump's colleague, Brian Petit, and Mr. Sabatine's business associate, Tom Petraca, also attended the dinner. Id. Plaintiff contends that the four men discussed logistics and potential of establishing a rail-supplied aggregate distribution terminal and asphalt plant in the Youngstown area. Id. at 6-7. Plaintiff contends that the meeting was quite productive and that Mr. Stump was anxious to have more substantial conversations with Mr. Sabatine. Id. at 7.
Plaintiff contends that “Stump was the point man for RGI on the development of the partnership with Hardrives.” ECF Dkt. # 125 at 7 citing Stump. Dep. at p. 65, l. 1-3. Mr. Stump actually testified that he was the point man on the “project” with Hardrives. See Thomas Stump Dep. at p. 65, l. 1-3. Defendant admits that Mr. Stump met with Mr. Sabatine on several occasions after the trade show. ECF Dkt. # 122 at 4.
The parties agree that Mr. Stump and Mr. Sabatine subsequently discussed economics, rail access, potential sites, and rail rates. ECF Dkt. # 122 at 4-5; # 125 at 7-9. The parties further agree that on September 1, 1998, Mr. Sabatine and Greg Gould met. ECF Dkt. # 122 at 6; # 125 at 9. At that time, Greg Gould was the vice president and general manager for northern Ohio for Rogers Group. Gregory Gould Dep. at p. 9 l. 25-p. 10 l. 3. During the meeting, Mr. Sabatine signed a document on behalf of Hardrives and Mr. Gould signed a document on behalf of RGI. Id. Plaintiff characterizes this document as a contract. ECF Dkt. # 125 at 9. Defendant characterizes the document as an incomplete and conditional writing. ECF Dkt. # 122 at 6. The September 1, 1998 writing is roughly reproduced, as follows:
ECF Dkt. # 122, Ex. 1 1 (“September 1, 1998 writing”).
Defendant contends that neither Mr. Gould nor Mr. Stump remember the phrase “This agreement is between Hardrives Paving + Const Inc and the Rodgers [sic] Group” being on the document when the writing was made. ECF Dkt. # 122 at 6-7.
The parties go on to discuss the events occurring after they signed the September 1, 1998 writing. See ECF Dkt. # 122 at 8-9; # 125 at 10-13. While they essentially agree that representatives from RGI and Hardrives interacted, the parties characterize those interactions differently. Plaintiff contends that the parties began working toward fulfilling the terms of “the agreement.” See ECF Dkt. # 125 at 10-13. Defendant contends that the parties continued their “preliminary negotiations.” ECF Dkt. # 122 at 8-9.
Defendant asserts that Mr. Sabatine ordered a $1,500,000.00 asphalt plant on December...
To continue reading
Request your trial
-
Cranpark, Inc. v. Rogers Grp., Inc.
...resolving the summary judgment motion that “Plaintiff has standing to pursue its claim against Defendant.” Cranpark, Inc. v. Rogers Grp., Inc., 721 F.Supp.2d 613, 616 (N.D.Ohio 2010). Additionally, Cranpark points out that RGI nowhere indicated in its pretrial statement that it planned to m......
-
Two Locks, Inc. v. Kellogg Sales Co.
...at 1.) (emphasis added). Courts have interpreted the “subject to” to impose a “condition precedent.” See Cranpark, Inc. v. Rogers Grp., Inc., 721 F.Supp.2d 613, 627 (N.D.Ohio 2010)rev'd on other grounds, 498 Fed.Appx. 563 (6th Cir.2012) (“The language ‘SUBJECT TO RGI SR. MGT. APPROVAL’ clea......