Roger Edwards, LLC. v. Fiddes & Son, Ltd

• Decision Date: 14 February 2003
• Docket Number: No. 02-105-P-DMC.,02-105-P-DMC.
• Parties: ROGER EDWARDS, LLC, Plaintiff v. FIDDES & SON, LTD., Defendant
• Court: U.S. District Court — District of Maine

Page 251

245 F.Supp.2d 251

ROGER EDWARDS, LLC, Plaintiff v. FIDDES & SON, LTD., Defendant

No. 02-105-P-DMC.

United States District Court, D. Maine.

February 14, 2003.

COPYRIGHT MATERIAL OMITTED

COPYRIGHT MATERIAL OMITTED

Thomas F. Hallett, Portland, ME, for Roger Edwards LLC, Plaintiff.

David Soley, Bernstein, Shur, Sawyer, & Nelson, Portland, ME, for Fiddes & Son Ltd, Defendant.

MEMORANDUM DECISION ON DEFENDANT'S MOTION FOR SUMMARY JUDGMENT AND ORDER TO SHOW CAUSE¹

DAVID M. COHEN, United States Magistrate Judge.

The defendant, Fiddes & Son, Ltd., moves for summary judgment on the plaintiff's complaint and on two of the four counts of its counterclaim in this contract action that has been removed to this court from the Maine Superior Court (Androscoggin County). I grant the motion in part and order the defendant to show cause why the remaining two counts of the counterclaim should not be dismissed.

I. Applicable Legal Standard

Summary judgment is appropriate only if the record shows "that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). "In this regard, `material' means that a contested fact has the potential to chan the outcome of the suit under the governing law if the dispute over it is resolved favorably to the nonmovant. By like token, `genuine' means that `the evidence about the fact is such that a reasonable jury could resolve the point in favor of the nonmoving party.'" Navarro v. Pfizer Corp., 261 F.3d 90, 93-94 (1st Cir.2001) (quoting McCarthy v. Northwest Airlines, Inc., 56 F.3d 313, 315 (1st Cir.1995)).

The party moving for summary judgment must demonstrate an absence of evidence to support the nonmoving party's case. Celotex Corp. v. Catrett, 477 U.S. 317, 325, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). In determining whether this burden is met, the court must view the record in the light most favorable to the nonmoving party and give that party the benefit of all reasonable inferences in its favor. Nicolo v. Philip Morris, Inc., 201 F.3d 29, 33 (1st Cir.2000). Once the moving party has made a preliminary showing that no genuine issue of material fact exists, the nonmovant must "produce specific facts, in suitable evidentiary form, to establish the presence of a trialworthy issue." Triangle Trading Co. v. Robroy Indus., Inc., 200 F.3d 1, 2 (1st Cir.1999) (citation and internal punctuation omitted); Fed.R.Civ.P. 56(e). "As to any essential factual element of its claim on which the nonmovant would bear the burden of proof at trial, its failure to come forward with sufficient evidence to generate a trialworthy issue warrants summary judgment to the moving party." In re Spigel, 260 F.3d 27, 31 (1st Cir.2001) (citation and internal punctuation omitted).

II. Factual Background

The following undisputed material facts are appropriately presented and supported in the parties' respective statements of material facts submitted pursuant to this court's Local Rule 56.

The plaintiff is a Maine limited liability company² with a principal place of business in Auburn, Maine. Defendant's Statement of Material Facts Not in Dispute, etc. ("Defendant's SMF") (Docket No. 22) ¶ 1; Plaintiff's Opposing Statement of Material Facts ("Plaintiffs Responsive SMF") (Docket No. 29) ¶ 1. The defendant is a British corporation with a principal place of business in Cardiff, Wales. Id. ¶ 2. Larry Mann, manager of the plaintiff, is a distributor of Briwax wood care products with an exclusive distributorship in six states. Plaintiffs Statement of Material Facts in Dispute ("Plaintiffs SMF") (Docket No. 30) ¶¶ 1-2; Defendant's Reply to Plaintiffs Statement of Additional Facts in Dispute ("Defendant's Responsive SMF") (Docket No. 33) ¶¶ 1-2.

The plaintiff alleges that it entered into an agreement with the defendant on August 7, 2000 to give the plaintiff exclusive rights to market and distribute the defendant's products in a territory that included 34 states. Defendant's SMF ¶ 3; Plaintiffs Responsive SMF ¶ 3. The alleged agreement did not have a specific termination date and was not for a specific duration. Id. ¶ 4. The plaintiff did not ask for a written contract setting forth this agreement. Id. ¶ 6. The plaintiff claims that the parties expected to continue to do business indefinitely as long as they complied with the spirit of the agreement and sales volume grew to their satisfaction. Id. ¶ 5. The evidence of the existence of the agreement on which the plaintiff relies is a series of e-mails between Mann and Robert Fiddes Gooding of the defendant.³ Id.¶¶ 7-13. During the period in which the plaintiff alleges that this agreement was in existence, the defendant sold its products directly into the territory that the plaintiff contends was covered by the agreement. Plaintiffs SMF ¶ 39; Defendant's Responsive SMF ¶ 39.

Beginning on September 4, 2000 the defendant sold goods to the plaintiff. Defendant's SMF ¶ 14; Plaintiffs Responsive SMF ¶ 14. By October 2001 relations between the parties became strained. Plaintiffs SMF ¶ 22; Defendant's Responsive SMF ¶ 22. On November 17, 2001 Mann wrote to Gooding seeking a letter of agreement for "inventory financing" which Mann said he needed to provide to his banker in order to obtain financing to pay all bills. Defendant's SMF ¶ 22; Plaintiffs Responsive SMF ¶ 22. On November 19, 2001 Mann wrote to Gooding and stated, in part: "I have to assume that by your refusal to provide a letter of agreement, you do realize it is over. Period. [T]oday for that matter, we are done." Id. ¶ 23. Some time after sending this e-mail, Mann placed a further order with the defendant. Plaintiffs SMF ¶ 28; Defendant's Responsive SMF 1128. Gooding wrote to Mann on November 21, 2001 outlining the two emails that reflected Mann's termination of the parties' relationship and accepting that termination. Defendant's SMF ¶ 27; Plaintiffs Responsive SMF ¶ 27. He stated that the defendant would not respond to further requests about the relationship or its termination until the plaintiffs account was paid. Id. On December 12, 2001 the defendant requested a wire transfer for the outstanding balance on the plaintiffs account. Id. ¶ 32. On that date, Mann replied "There will be no further payments to your firm. We are exercising our right of off set to a breach of contract." Id. ¶ 33. The plaintiff owes the defendant £11,794.24 for goods sold to the plaintiff between July 11, 2001 and November 1, 2001. Id, ¶ 37.⁴

The plaintiff claims that the alleged agreement was terminated by the defendant on January 18, 2002 through the defendant's attorney. Id. ¶ 34.

III. Discussion

A. Existence of a Contract

The complaint alleges breach of contract (Count I) and seeks specific performance (Count II) as well as money damages. Complaint, attached to Notice of Removal (Docket No. 1), at 1-2. The defendant contends that no contract existed because there was no meeting of the minds on the material terms; that the alleged contract is unenforceable under Maine's statute of frauds; that the plaintiff breached the agreement, if it existed; that the plaintiff terminated any agreement on November 20, 2001; and that the defendant terminated any agreement with sufficient notice. Defendant's Motion for Summary Judgment, etc. ("Motion") (Docket No. 21) at 5-13. The plaintiff responds that the question whether a meeting of the minds occurred may only be resolved at trial; that there is a triable issue on the question of the application of the statute of frauds, including whether the Uniform Commercial Code statute of frauds or the general Maine statute of fraud applies to this dispute; that application of the statute of frauds is barred by its part performance; and that material factual disputes exist concerning termination of the alleged contract. Plaintiffs Memorandum in Opposition to Defendant's Motion for Summary Judgment ("Opposition") (Docket No. 28) at 6-17.

To the extent that the plaintiff means to argue that the question of the existence of a contract may never be decided on a motion for summary judgment but rather must always be submitted to the finder of fact at trial, it is incorrect. The case law cited by the plaintiff in support of this proposition, June Roberts Agency, Inc. v. Venture Props., Inc., 676 A.2d 46, 48 (Me.1996), and Agway, Inc. v. Ernst, 394 A.2d 774, 777 (Me.1978), does not so hold. The court may, and indeed must, always decide, when a motion for summary judgment is filed, whether there exists sufficient disputed material evidence to allow a factfinder to determine whether a contract existed at the relevant time. See, e.g., Stanton v. University of Maine Sys., 773 A.2d 1045, 1050-51 (Me.2001) (upholding summary judgment that no contract existed); Searles v. Trustees of St. Joseph's College, 695 A.2d 1206, 1211-12 (Me. 1997) (same). It is the parties' factual submissions in connection with each particular motion for summary judgment that provide the basis for the court's determination on that point.

The parties do not contend that any law other than that of Maine applies to the determination of the question whether a contract existed in this case. Under Maine law,

[t]o establish a legally binding agreement between parties, the mutual assent to be bound by all its material terms must be reflected and manifested either expressly or impliedly in the contract and the contract must be sufficiently definite to enable a court to determine its exact meaning and fix any legal liability of the parties.

Smile, Inc. v. Moosehead Sanitary Dist, 649 A.2d 1103, 1105 (Me.1994). While there is evidence in the exchange of emails between Mann and Gooding that the parties anticipated further negotiations over terms after August 7, 2000,⁵ the date on which the plaintiff contends that the contract came into existence, it is not possible to conclude as a matter of law that any of these terms were material. The defendant cites Ryan v....