Natural Polymer Int'l Corp. v. Hartz Mountain Corp., Civil Action No. 4:18-CV-00667
Citation | 426 F.Supp.3d 300 |
Decision Date | 18 November 2019 |
Docket Number | Civil Action No. 4:18-CV-00667 |
Parties | NATURAL POLYMER INTERNATIONAL CORPORATION v. The HARTZ MOUNTAIN CORPORATION |
Court | United States District Courts. 5th Circuit. United States District Court of Eastern District Texas |
John Matthew Hafen, Hanshaw Kennedy, LLP, Frisco, TX, for Natural Polymer Internation Corporation.
Jonathan Cooperman, Kelley Drye & Warren, New York, NY, Lana Marie Rowenko, Jennifer Caplan Barks, Kelley Drye & Warren LLP, Houston, TX, for the Hartz Mountain Corporation.
Pending before the Court is Defendant The Hartz Mountain Corporation's Motion for Summary Judgment (Dkt. #28). Having considered the motion and the relevant pleadings, the Court finds that the motion should be granted.
On August 22, 2018, Plaintiff Natural Polymer International Corporation filed its Original Petition in the 366th Judicial District Court of Collin County, Texas (Dkt. #1–1). On September 21, 2018, Plaintiff removed the case to this Court, asserting diversity jurisdiction under 28 U.S.C. § 1332 (Dkt. #1).1 Pursuant to the Court's Order and Advisory, Plaintiff filed an Amended Complaint on October 25, 2018 (Dkt. #4; Dkt. #6).
Plaintiff alleges in its Amended Complaint that it is a manufacturer of natural pet treats (Dkt. #6 ¶ 9). In 2016, Plaintiff claims it "entered into a business relationship with Defendant whereby (i) Defendant would seek certain products and services from [Plaintiff], (ii) [Plaintiff] would provide certain products and services, and (iii) Defendant would pay [Plaintiff] for the products and services provided." (Dkt. #6 ¶ 10). The products and services referred to by Plaintiff includes: "(i) the sourcing of quality raw materials, (ii) the manufacture of pet treats, (iii) the sourcing of packaging materials, and (iv) the packaging and shipment of pet treats." (Dkt. #6 ¶ 11).
In April 2017, Plaintiff claims that Defendant requested "certain products and services" pursuant to the parties' business relationship (Dkt. #6 ¶ 18). To fulfil Defendant's requests, Plaintiff allegedly "incurred significant costs by acquiring quality raw materials and packaging materials to satisfy the requests made by Defendant ..." (Dkt. #6 ¶ 19). After Plaintiff incurred these costs, Defendant canceled its requests in May of 2017 (Dkt. #6 ¶ 20).
Plaintiff alleges a breach-of-contract claim and, in the alternative, claims for promissory estoppel and quantum meruit against Defendant (Dkt. #6 ¶¶ 25–41). In addition to other requested damages, Plaintiff seeks to recover its attorney's fees and costs related to prosecuting this suit (Dkt. #6 at p. 7). On July 19, 2019, Defendant filed its Motion for Summary Judgment (Dkt. #28). Plaintiff filed a response in opposition to the motion on August 9, 2019 (Dkt. #30). Defendant filed a reply in support of the motion on August 16, 2019 (Dkt. #31).
Complicating matters, the parties disagree about what contract or contracts are relevant to Plaintiff's breach-of-contract claim. Plaintiff argues that three contracts exist between the parties and that there is a genuine issue of material fact concerning whether Defendant is liable for breach under all of them (Dkt. #30 at pp. 10–14). Plaintiff alleges that these three contracts are: (1) a November 2016 memorialization of an oral agreement ("Contract One"); (2) seven purchase orders that Defendant placed in April 2017 with identical terms and conditions attached ("Contract Two"); and (3) a "Master Supply Agreement" executed in August of 2017 ("Contract Three") (Dkt. #30 at pp. 10–14). But Defendant submits that only Contract Two governs the parties' obligations in this litigation (Dkt. #28 at pp. 14–18). The Court outlines the essential contents from each of the three ostensible contracts below:
I. Contract One
Contract One is a November 10, 2016, email sent from one of Plaintiff's employees to one of Defendant's employees (Dkt. #30–1 5; Dkt. #30–2). The email purports to recap an earlier phone conversation between the parties. The relevant terms are as follows:
(Dkt. #30–2).
II. Contract Two
Contract Two consists of seven purchase orders placed by Defendant in April 2017 with identical terms and conditions attached (Dkt. #28 at p. 10; Dkt. #28, Exhibits 1–7). The purchase orders were signed by Defendant, and each order stated that it was "subject to the General Terms and Conditions set forth below and to any other master agreement which are [sic] incorporated herein as part of this contract" (Dkt. #28, Exhibits 1–7). Both parties agree that Contract Two contains a valid New Jersey choice-of-law clause (Dkt. #28 at p. 13; Dkt. #30 at p. 10). The relevant terms from the General Terms and Conditions attached to each purchase order are as follows:
(Dkt. #28, Exhibits 1–7).
III. Contract Three
Contract Three is a "Master Supply Agreement"2 executed by the parties in August of 2017 (Dkt. #30 at p. 11; Dkt. #30–10). Contract Three also contains a New Jersey choice-of-law clause (Dkt. #30–10 18). Contract Three has an initial term from "August 1, 2017 until July 31, 2020 ..." (Dkt. #30–10 11, 15).
Contract Three also contains the following provisions:
(Dkt. #30–10 3).
The purpose of summary judgment is to isolate and dispose of factually unsupported claims or defenses. Celotex Corp. v. Catrett , 477 U.S. 317, 323–24, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). Summary judgment is proper under Rule 56(a) of the Federal Rules of Civil Procedure "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." FED. R. CIV. P. 56(a). A dispute about a material fact is genuine when "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). Substantive law identifies which facts are material. Id. The trial court "must resolve all reasonable doubts in favor of the party...
To continue reading
Request your trial-
Asgaard Funding LLC v. ReynoldsStrong LLC
...alone would be prohibited from doing so by Rules 1.7 or 1.9" applies to Porter Wright. MODEL RULES OF PROF'L CONDUCT R. 1.10(a) ( AM. 426 F.Supp.3d 300 BAR. ASS'N 2019). Porter Wright must also be disqualified. The same cannot be said of Steimel, however. Steimel is Plaintiffs' local counse......