Wadley Crushed Stone Co. v. Positive Step, Inc.

Citation508 F.Supp.3d 1148
Decision Date14 December 2020
Docket NumberCASE NO. 3:17-CV-852-KFP
Parties WADLEY CRUSHED STONE COMPANY, LLC, Plaintiff, v. POSITIVE STEP, INC., d/b/a 1st Quality Equipment Company, Defendant.
CourtUnited States District Courts. 11th Circuit. Middle District of Alabama

Albert Linch Jordan, Oscar M. Price, III, Jonathan Griffith, Wallace Jordan Ratliff & Brandt LLC, Birmingham, AL, Dennis Ray Bailey, John Evans Bailey, Richard McConnell (Mac) Freeman, Jr., Rushton Stakely Johnston & Garrett, P.A., Montgomery, AL, John Alvin Tinney, John A. Tinney, Attorney at Law, Roanoke, AL, for Plaintiff.

Charles D. Gabriel, Pro Hac Vice, Chalmers Burch & Adams, Johns Creek, GA, Faith Perdue Twiggs, Robert Turner Meadows, III, Capell Howard PC, Opelika, AL, James Northcutt Walter, Jr., W. Jackson Britton, Capell Howard PC, Montgomery, AL, for Defendant.



Wadley Crushed Stone Company, LLC filed this lawsuit against Positive Step, Inc., d/b/a 1st Quality Equipment Company, asserting breach of contract claims arising from the development and production of a granite rock plant. 1st Quality filed two motions for summary judgment, one relating to Wadley's claims (Doc. 103) and one relating to its own counterclaim for unpaid invoices (Doc. 106). Wadley filed a response to both motions (Doc. 113), 1st Quality filed a reply (Doc. 118), and both Wadley and 1st Quality filed subsequent sur-replies (Docs. 122, 131). Upon consideration of both parties’ submissions and the relevant law, both motions for summary judgment (Docs. 103, 106) are GRANTED for the reasons that follow.


On November 15, 2017, Wadley filed suit against 1st Quality in the Circuit Court for Randolph County, Alabama. Doc. 1-1. 1st Quality removed the case to this Court, answered, and counterclaimed. Docs. 1, 7. Wadley then filed a First Amended Complaint (Doc. 10), which 1st Quality answered (Doc. 13). The Court subsequently granted Wadley leave to file a Second Amended Complaint (Doc. 33) and then a Third Amended Complaint (Doc. 46). The Third Amended Complaint asserted breach of contract claims and a misrepresentation claim against 1st Quality.

1st Quality filed a Motion to Dismiss Plaintiff's Third Amended Complaint (Doc. 49), arguing that (1) the breach of contract claims should be dismissed because they were time-barred by the four-year statute of limitations under the Uniform Commercial Code ("UCC") and (2) the misrepresentation claim should be dismissed because it failed to satisfy the specificity requirements for pleading fraud under the Federal Rules of Civil Procedure. Wadley filed a response to the motion (Doc. 52), and it also filed a Conditional Motion for Leave to Amend (Doc. 53) in the event the Court dismissed any of its claims in the Third Amended Complaint.

The Magistrate Judge previously assigned to this case granted both the Motion to Dismiss and the Conditional Motion for Leave to Amend. Doc. 66. Regarding Wadley's breach of contract claims, the Magistrate Judge found that they were time-barred by the UCC's four-year statute of limitations. Id. at 6. He reasoned:

[T]his case concerns the purchase and sale of a granite aggregate processing plant. Though not limited to the machinery, the parties’ commercial arrangement principally related to physical goods sold and delivered by [1st Quality]. Absent some countervailing circumstances, such arrangements are treated as the sale of goods subject to the dictates of Article 2 of the [UCC], even if ancillary services are provided and even though some of the goods delivered take on characteristics of fixtures.

Id. The Magistrate Judge then noted that Wadley filed suit in November of 2017, more than four years after the parties entered into their contract and the granite plant became operational in 2012. Id. at 5. He further noted that, "[b]ased on the history of the pleadings, the Court would not readily allow a further opportunity to amend" as to the statute of limitations issue; however, the Court nevertheless gave Wadley "a final opportunity to allege any additional facts it believes (consistent with the dictates of Rule 11, Fed. R. Civ. P.) could avoid application of this statute of limitations." Id. at 6.

On November 14, 2018, Wadley filed its Fourth Amended Complaint, which is the operative complaint in this action. Doc. 67. In its Fourth Amended Complaint, Wadley sues 1st Quality for breach of contract based on its failure to (1) provide a portable granite plant that could produce 500 tons per hour (Count I) and (2) design and provide equipment for a rail ballast loadout system that could load 2,000 tons of granite per hour (Count II). Id. at 15–18. 1st Quality filed a Motion to Dismiss Plaintiff's Fourth Amended Complaint (Doc. 68), again arguing that the UCC's four-year statute of limitations barred the breach of contract claims.

In its September 9, 2019 Memorandum Opinion and Order, the presiding Magistrate Judge denied 1st Quality's motion as to the breach of contract claims; "Taking as true the facts alleged in the Fourth Amended Complaint and construing them in the light most favorable to Plaintiff, as is required at this stage , it is plausible that the contract between the parties is for services."1 Doc. 82 at 9–10 (emphasis in original). Thus, the Magistrate Judge declined to find, as a matter of law and without further development of the record, that Wadley's breach of contract claims were time-barred under the UCC.2 1st Quality then answered the Fourth Amended Complaint and asserted a counterclaim against Wadley for unpaid invoices, alleging that Wadley owes 1st Quality more than $100,000 for sold and delivered equipment parts. Doc. 83. Wadley filed an answer to the counterclaim (Doc. 84), arguing that it is entitled to a set-off as to the unpaid invoices. Finally, on August 28, 2020, 1st Quality filed its two motions for summary judgment currently pending before the Court.


Under Rule 56 of the Federal Rules of Civil Procedure, a reviewing court must grant a motion for "summary judgment if the movant 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(a). "By its very terms, this standard provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact." Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 247-248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "An issue of fact is ‘genuine’ if the record as a whole could lead a reasonable trier of fact to find for the nonmoving party." Redwing Carriers, Inc. v. Saraland Apartments , 94 F.3d 1489, 1496 (11th Cir. 1996) (quoting Anderson , 477 U.S. at 248, 106 S.Ct. 2505 ). "An issue is ‘material’ if it might affect the outcome of the case under the governing law." Id.

The party seeking summary judgment "always bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of ‘the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any,’ which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett , 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) (quoting Fed. R. Civ. P. 56 ). The movant can meet this burden by presenting evidence showing there is no dispute of material fact or by showing that the nonmoving party has failed to present evidence in support of some element of his case on which he bears the ultimate burden of proof. Id. at 322–23, 106 S.Ct. 2548.

Once the movant has satisfied this burden, the nonmoving party must "go beyond the pleadings and by her own affidavits, or by the ‘depositions, answers to interrogatories, and admissions on file,’ designate ‘specific facts showing that there is a genuine issue for trial.’ " Id. at 324, 106 S.Ct. 2548. In doing so, and to avoid summary judgment, the nonmovant "must do more than simply show that there is some metaphysical doubt as to the material facts." Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp. , 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). The parties must support their assertions "that a fact cannot be or is genuinely disputed" by "citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations[ ], admissions, interrogatory answers, or other materials" or by "showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact." Fed. R. Civ. P. 56(c)(1)(A)(B).

If the nonmovant "fails to properly address another party's assertion of fact as required by Rule 56(c)," then the Court may "consider the fact undisputed for purposes of the motion" and "grant summary judgment if the motion and supporting materials—including the facts considered undisputed—show that the movant is entitled to it." Fed. R. Civ. P. 56(e)(2)(3).

"In reviewing whether the nonmoving party has met its burden, the [C]ourt must stop short of weighing the evidence and making credibility determinations of the truth of the matter." Tipton v. Bergrohr GMBH-Siegen , 965 F.2d 994, 998-99 (11th Cir. 1992) (citation omitted). "Instead, the evidence of the nonmovant is to be believed, and all justifiable inferences are to be drawn in his favor." Id. at 999 (citations and internal quotations omitted). However, "mere conclusions and unsupported factual allegations are legally insufficient to defeat a summary judgment motion." Ellis v. England , 432 F.3d 1321, 1326 (11th Cir. 2005) (citation omitted). Furthermore, "[a] mere ‘scintilla’ of evidence supporting the opposing party's position will...

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