Impossible Electronic Techniques, Inc. v. Wackenhut Protective Systems, Inc.

Citation669 F.2d 1026
Decision Date11 March 1982
Docket NumberNo. 80-5890,80-5890
Parties33 UCC Rep.Serv. 806 IMPOSSIBLE ELECTRONIC TECHNIQUES, INC., Plaintiff-Appellant, v. WACKENHUT PROTECTIVE SYSTEMS, INC., Defendant-Appellee. . Unit B *
CourtUnited States Courts of Appeals. United States Court of Appeals (5th Circuit)

Andrew F. Mimnaugh, Philadelphia, Pa., for plaintiff-appellant.

Richard H. W. Maloy, Coral Gables, Fla., for defendant-appellee.

Appeal from the United States District Court for the Southern District of Florida.

Before MORGAN, TJOFLAT and ANDERSON, Circuit Judges.

R. LANIER ANDERSON, III, Circuit Judge:

In this diversity action, the appellant, Impossible Electronic Techniques, Inc., sued the appellee, Wackenhut Protective Systems, Inc., for breach of an oral contract to buy certain electronic closed-circuit cameras. Wackenhut denied that such a contract had been made and interposed the Statute of Frauds as a defense. The district court granted Wackenhut's motion for summary judgment and dismissed the case. We reverse. 1

I. FACTS

Sometime in late 1973, George Wackenhut, chairman of the board and president of the Wackenhut Corporation, the parent company of the appellee, decided that his personal home, known as the "Castle," in Coral Gables, Florida, needed a little extra security. Thereafter, the appellee began looking to purchase a closed-circuit television camera security system, and contacted the six or eight companies in the United States that manufacture such equipment. Two of these companies, one of which was the appellant, were invited in January, 1974, to conduct a demonstration of their equipment at the "Castle." Mr. Wackenhut personally decided that the appellant's camera produced the best picture.

At this point, the appellant's and the appellee's versions of the facts diverge. The appellant contends that after its demonstration the price for its cameras was discussed, Mr. Wackenhut decided to use appellant's cameras, and an oral contract for the sale was made. The appellee, conversely, claims that while Mr. Wackenhut concluded that he wanted the appellant's cameras, no further negotiations were conducted and no agreement was reached.

The parties agree, however, that the appellee stated that it would need a local company to install and to maintain the system. In response, the appellant recommended Jackson & Church Electronics, Inc., a local dealer of the appellant's equipment. Appellee had never heard of Jackson & Church before this time. Although the appellee's brief implies that the appellee next contacted Jackson & Church (Brief of Appellee at 4), the record appears to indicate that the appellant first contacted Jackson & Church to inquire whether that company would be willing to handle the installation and maintenance. Record on Appeal, vol. II, at 130.

The appellant apparently initiated the documentary aspects of the transaction by preparing in late March a shipping instructions form for the first camera and accessories to be sent to Jackson & Church. The president of Jackson & Church next mailed a letter to the appellant explaining how payment for the equipment would be made, thanking the appellant for the referral, and describing the appellee as "yours (i.e., the appellant's) and our (i.e., Jackson & Church's) customer." Jackson & Church forwarded a purchase order to the appellant listing three cameras, two auto-zoom lenses, one auto-iris, three lens control units, and one rack mount assembly, all totaling $32,119. 2 The appellee sent Jackson & Church a purchase order listing the same items and quantities as in the Jackson & Church purchase order (although for prices totaling $43,420) and assorted additional electronic paraphernalia, amounting to a total price of $47,678. The appellant contends that the price differences between the purchase orders merely represents the additional charges imposed by Jackson & Church for the installation and maintenance services. The appellee claims that Jackson & Church bought the equipment from the appellant at a dealer discount for resale to the appellee at retail prices.

After these documents were issued, the appellant commenced assembling the cameras. Due to some delays in obtaining parts and the special nature of the cameras, the first camera was not completed until early June, 1974, at which time the appellant's president, Jesse Wagner, personally delivered it to the Wackenhut residence. An employee of Jackson & Church installed the camera in the presence of Wagner and representatives of the appellee. George Wackenhut would occasionally visit the installation locations and at one point discussed with Wagner the service life and warranties of the camera. In response to a question, Wagner informed Wackenhut that the picture tube, an essential component of each camera, had an operational life expectancy of about six months and a replacement cost of approximately $5,000. Not surprisingly, George Wackenhut was unhappy upon discovering that the camera system his company had bought for him had a yearly maintenance cost of possibly $30,000, more than half the purchase price of the system. One week later, before the remaining two cameras were shipped, the appellee sent a letter to Jackson & Church cancelling its purchase order. Jackson & Church in response notified the appellant that Jackson & Church was cancelling its purchase order. Appellee thereafter arranged to purchase through Jackson & Church a less expensive camera system manufactured by one of appellant's competitors. Distressed by this turn of events, the appellant filed this suit. 3

II. SUMMARY JUDGMENT LEGAL ANALYSIS

The appellee urges, and the opinion of the district court suggests, two distinct grounds supporting the grant of summary judgment. First, the appellee argues that it never entered into any contract with the appellant. While conceding that perhaps some preliminary negotiations with the appellant took place, the appellee takes the position that the facts reveal two separate agreements: one between appellee and Jackson & Church and the other between Jackson & Church and the appellant. Thus, under appellee's theory, appellee by mutual agreement with Jackson & Church rescinded its contract, and appellant has no contractual rights which can be enforced against the appellee (i.e., appellant's only recourse is against Jackson & Church). Second, the appellee argues that even if summary judgment cannot be based on the absence of an agreement between the parties, the appellee must nonetheless prevail because any oral contract with the appellant would be unenforceable by virtue of the Florida Uniform Commercial Code Statute of Frauds. Fla.Stat.Ann. § 672.2-201 (West 1966). The subject matter of the alleged contract (i.e., a sale of goods for a price more than $500) undoubtedly comes within the prescriptions of the Statute of Frauds. The appellee contends that it is entitled to summary judgment because there is no writing that will satisfy the Statute and none of the statutory exceptions are applicable. 4

Summary judgment should be entered only if "there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). See Casey Enterprises v. American Hardware Mutual Insurance Co., 655 F.2d 598, 601-02 (5th Cir. 1981). In reviewing a decision granting or denying summary judgment, this court applies the same legal standards as those that control the district court in determining whether summary judgment is appropriate. Environmental Defense Fund v. Marsh, 651 F.2d 983, 991 (5th Cir. 1981); United States Steel Corp. v. Darby, 516 F.2d 961 (5th Cir. 1975).

The party seeking summary judgment bears the exacting burden of demonstrating that there is no actual dispute as to any material fact in the case. Adickes v. S. H. Kress & Co., 398 U.S. 144, 157, 90 S.Ct. 1598, 1608, 26 L.Ed.2d 142 (1970); Environmental Defense Fund v. Marsh, 651 F.2d at 990-91. In assessing whether the movant has met this burden, the courts should view the evidence introduced and all factual inferences from that evidence in the light most favorable to the party opposing the motion. Id. All reasonable doubts about the facts should be resolved in favor of the non-moving litigant. Casey Enterprises v. American Hardware Mutual Insurance Co., 655 F.2d at 602. A court must not decide any factual issues it finds in the record, but if such are present, the court must deny the motion and proceed to trial. Environmental Defense Fund v. Marsh, 651 F.2d at 991; Lighting Fixture & Electric Supply Co. v. Continental Insurance Co., 420 F.2d 1211, 1213 (5th Cir. 1969). Summary judgment may be inappropriate even where the parties agree on the basic facts, but disagree about the factual inferences that should be drawn from these facts. Id. If reasonable minds might differ on the inferences arising from undisputed facts, then the court should deny summary judgment. Croley v. Matson Navigation Co., 434 F.2d 73, 75 (5th Cir. 1970); Marsden v. Patane, 380 F.2d 489, 491 (5th Cir. 1967).

Moreover, the party opposing a motion for summary judgment need not respond to it with any affidavits or other evidence unless and until the movant has properly carried its burden. Adickes v. S. H. Kress & Co., 398 U.S. at 160, 90 S.Ct. at 1609-10; Environmental Defense Fund v. Marsh, 651 F.2d at 991; Bernard v. Gulf Oil Co., 596 F.2d 1249, 1255 (5th Cir.), vacated, 604 F.2d 449 (5th Cir. 1979) (en banc), adopted in pertinent part on rehearing en banc, 619 F.2d 459, 463 (5th Cir. 1980), aff'd on other grounds, --- U.S. ----, 101 S.Ct. 2193, 68 L.Ed.2d 693 (1981). The moving party must demonstrate that the facts underlying all the relevant legal questions raised by the pleadings or otherwise are not in dispute, or else summary judgment will be denied notwithstanding that the non-moving party has introduced no evidence whatsoever. Brunswick Corp. v. Vineberg, 370 F.2d 605, 611-12 (5th Cir. 1967). See Dalke v. Upjohn Co., 555 F.2d 245,...

To continue reading

Request your trial
275 cases
  • Crump v. Beckley Newspapers, Inc.
    • United States
    • West Virginia Supreme Court
    • November 10, 1983
    ...over another, the determination of what light it places the plaintiff is for the jury. Impossible Electronics Techniques, Inc. v. Wackenhut Protective Systems, Inc., 669 F.2d 1026 (5th Cir.1982); Pierson v. News Group Publications, Inc., 549 F.Supp. 635 (S.D.Ga.1982). This consideration is ......
  • Office of Thrift Supervision v. Paul
    • United States
    • U.S. District Court — Southern District of Florida
    • October 28, 1997
    ...facts, then the Court should deny summary judgment, as a genuine dispute exists. Impossible Electronic Techniques, Inc. v. Wackenhut Protective Systems, Inc., 669 F.2d 1026, 1031 (5th Cir. 1982). See also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 2......
  • Marco Realini v. Contship Containerlines, Ltd.
    • United States
    • U.S. District Court — Southern District of Florida
    • July 7, 1999
    ...the inferences arising from undisputed facts, then the court should deny summary judgment. Impossible Elec. Techniques, Inc. v. Wackenhut Protective Sys., Inc., 669 F.2d 1026, 1031 (5th Cir. 1982). Moreover, the party opposing a motion for summary judgment need not respond to it with any af......
  • Polisoto v. Weinberger
    • United States
    • U.S. District Court — Western District of Texas
    • January 29, 1986
    ...entitled to a judgment as a matter of law." Rule 56(c), Federal Rules of Civil Procedure; Impossible Electronic Techniques, Inc. v. Wackenhut Protective Systems, Inc., 669 F.2d 1026 (5th Cir.1982). The party seeking summary judgment bears an "exacting burden of demonstrating that there is n......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT