Edmonds Grp. LLC v. Platinum Prot. LLC, Case No. 4:10CV2317 HEA
| Decision Date | 08 August 2011 |
| Docket Number | Case No. 4:10CV2317 HEA |
| Parties | THE EDMONDS GROUP, L.L.C., Plaintiff, v. PLATINUM PROTECTION, L.L.C., Defendant. |
| Court | U.S. District Court — Eastern District of Missouri |
This matter is before the Court on Plaintiff's Motion for Summary Judgment, [Doc. No. 20]. Defendant opposes the Motion. For the reasons set forth below, the Motion is granted.
Plaintiff filed this action in the Circuit Court for the City of St. Louis, Missouri on October 22, 2010. Defendant removed the matter to this Court based on the Court's diversity of citizenship jurisdiction.
Plaintiff's Amended Complaint alleges the following:
Defendant entered into three (3) consulting agreements with Plaintiff under which Plaintiff provided consulting services to Defendant. These agreements were dated June 5, 2009, August 1, 2009 (Amendment), and September 1, 2009 (collectively referred to as the "Prior Agreements").
On April 29, 2010, Plaintiff and Defendant entered into a Termination Agreement, terminating the Prior Agreements, and setting forth a schedule to compensate Plaintiff for its efforts and services rendered to Defendant.
On September 30, 2010, Defendant closed on a financing transaction with Boathouse Capital, L.P., which provided for a loan in the amount of $7,500,000 (the "Boathouse Loan Transaction").
Pursuant to the terms of the Termination Agreement and Prior Agreements, Plaintiff was entitled to a fee for services and rights arising out of the Boathouse Loan Transaction.
On October 8, 2010, Plaintiff and Defendant entered into a Release Agreement ("Release Agreement"). To induce Plaintiff to enter into the Release Agreement, Andrew Kindfuller, Chief Executive Officer of Platinum, sent Henry Edmonds of Edmonds Group an email on October 13, 2010 attaching the Release Agreement and promising that "[u]pon receipt of the [signed] release, we will wire $150,000 to your attention at" Plaintiff's bank account.
In reliance upon this statement by Mr. Kindfuller, Plaintiff signed and returned the Release Agreement to Defendant.
Pursuant to the Release Agreement, Defendant agreed to pay Plaintiff One Hundred and Fifty Thousand Dollars ($150,000.00) in payment for all ofPlaintiff's services, rights and fees due and owing under the Termination Agreement and Prior Agreements for the Boathouse Loan Transaction (the "Platinum Payment").
Plaintiff alleges that conditions precedent, if any, have been satisfied and Defendant was to pay the Platinum Payment to Plaintiff. Plaintiff further alleges that despite repeated demands, Defendant has failed and refused to pay Plaintiff the Platinum Payment in the amount of One Hundred and Fifty Thousand Dollars ($150,000.00) in breach of the Release Agreement. Plaintiff seeks this payment and further, allegedly pursuant to the Release Agreement, the prevailing party is entitled to recover reasonable costs and attorney's fees.
Under the Termination Agreement, Platinum was to pay TEG a fee "of 6% for Equity; 4% for Subordinated Debt; and 2% for first $25 Million of Senior Debt, 1% for additional Senior Debt" for the financing obtained by Platinum from certain lenders listed on the schedules attached to the Termination Agreement ("The Payment").
On July 15, 2010, Defendant executed a commitment letter with Boathouse in the amount of $7.5 million. Subsequently, on September 30, 2010, the loan closed and financing in the amount of $7.5 million was provided by Boathouse to Defendant (the "Boathouse Loan"). Boathouse is a lender identified in ScheduleB of the Termination Agreement. Plaintiff therefore alleges that the payment due and owing under the Termination Agreement is equal to or greater than One-Hundred and Fifty Thousand Dollars ($150,000.00) to discharge Defendant's obligations under the Termination Agreement.
Plaintiff further alleges that all conditions precedent, if any, have been satisfied and Defendant is obligated to pay Plaintiff its fee from the Boathouse Loan Transaction under the terms of the Termination Agreement.
Defendant has not paid Plaintiff the sum allegedly due and owing under the terms of the Termination Agreement.
Plaintiff further alleges that in order to induce TEG to enter into the Release Agreement, Kindfuller represented in an e-mail on October 13, 2010 to Edmonds that Defendant would wire Plaintiff $150,000 to satisfy Defendant's obligation under the April 29, 2010 Termination Agreement arising from the Boathouse Loan Transaction, if Plaintiff signed and returned the Release Agreement. Specifically, Kindfuller represented: Plaintiff's bank account. Defendant did not wire $150,000 to Plaintiff.
Plaintiff now moves for summary judgment.
The standard for summary judgment is well settled. In determining whether summary judgment should issue, the Court must view the facts and inferences from the facts in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); Woods v. DaimlerChrysler Corp., 409 F.3d 984, 990 (8th Cir. 2005); Littrell v. City of Kansas City, Mo., 459 F.3d 918, 921 (8th Cir. 2006). The moving party has the burden to establish both the absence of a genuine issue of material fact and that it is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Enterprise Bank v. Magna Bank, 92 F.3d 743, 747 (8th Cir. 1996). Once the moving party has met this burden, the nonmoving party may not rest on the allegations in his pleadings but by affidavit or other evidence must set forth specific facts showing that a genuine issue of material fact exists. Fed.R.Civ.P. 56(e); Anderson 477 U.S. at 256; Littrell, 459 F.3d at 921. To survive a motion for summary judgment, the Putman v. Unity Health System, 348 F.3d 732, 733-34 (8th Cir. 2003).
"The cardinal rule in the interpretation of a contract is to ascertain the intention of the parties and give effect to that intention. " J.E. Hathman v. Sigma Alpha Epsilon Club, 491 S.W.2d 261, 264 (Mo. 1973). If the contract is unambiguous, then the intent of the parties is to be gathered from the contract alone, and "any extrinsic or parole evidence as to the intent and meaning of the contract must be excluded from the court's review. " Vidacak v. Okla. Farmers Union Mut. Ins. Co., 274 S.W.3d 487, 490 (Mo.Ct.App.2008). Where a contract is ambiguous and unclear, however, "a court may resort to extrinsic evidence to resolve an ambiguity. " Burrus v. HBE Corp., 211 S.W.3d 613, 616 (Mo.Ct.App.2006). "A contract is ambiguous when it is reasonably susceptible to different constructions." Id. (internal quotation marks omitted). Whether a contract is ambiguous is a question of law. Edgewater Health Care, Inc. v. Health Sys. Mgmt., Inc., 752 S.W.2d 860, 865 (Mo.Ct.App.1988). If a contract is ambiguous, "then a question of fact arises as to the intent of the parties, and thus it is error to grant summary judgment." Essex Dev., Inc. v. Cotton Custom Homes, L.L.C., 195 S.W.3d 532, 535 (Mo.Ct.App.2006). See Lafarge North America, Inc. v. Discovery Group LLC. 574 F.3d 973, 979 (8th Cir. 2009).
Accordingly, pursuant to Missouri law, the Court must enforce a contract"as written and according to the plain meaning of the words in the contract when the contract is clear and unambiguous." Contract Freighters, Inc. v. J.B. Hunt Transp., Inc., 245 F.3d 660, 663 (8th Cir.2001) (quoting Farmland Indus., Inc. v. Frazier-Parrott Commodities, 111 F.3d 588, 590 (8th Cir.1997)).
When faced with conflicting or ambiguous specific and general provisions in a contract, a court should enforce the more specific of the terms. Five Star Quality Care-MO, L.L.C. v. Lawson, 283 S.W.3d 811, 815 (Mo.Ct.App.2009). The terms of a contract should be read as a whole to determine the intent of the parties, TAP Pharm. Prods., Inc. v. St. Bd. of Pharmacy, 238 S.W.3d 140, 143 (Mo.2007), and "[t]he test for ambiguity is whether the disputed language is reasonably susceptible of more than one meaning when the words are given their plain meaning as understood by an average person." Rabius v. Brandon, 257 S.W.3d 641, 645 (Mo.Ct.App.2008) (quoting Lacey v. St. Bd. of Registration for the Healing Arts, 131 S.W.3d 831, 839 (Mo.Ct.App.2004)).
Dubinsky v. Mermart, LLC, 595 F.3d 812, 816 (8th Cir. 2010).
Plaintiff initially moves for summary judgment on the grounds that the parties entered into a unilateral agreement by virtue of the offer set forth in the October 13, 2009 email, which offered $150,000 for execution of the Release Agreement. Plaintiff accepted the offer by executing and returning the Release Agreement.
"A unilateral contract is a contract in which performance is based on the wish, will, or pleasure of one of the parties." Cook v. Coldwell Banker, 967 S.W.2d 654, 657[3] (Mo.App.1998). The promisor receives no promise in return as consideration for the originalpromise. Id. at 657[4]. The contractual relationship arises when the conduct of the parties supports a reasonable inference of a mutual understanding that one party perform and the other party compensate for such performance. Commercial Lithographing Co. v. Family Media, Inc., 695 S.W.2d 936, 939[3] (Mo.App.1985). "An offer to make a unilateral contract is accepted when the requested performance is rendered." Cook, 967 S.W.2d at 657[6]. The offer cannot be revoked where the offeree has made substantial performance. Id. at 657.
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