United States District Court, S.D. Indiana, Indianapolis Division
ORDER ON CROSS MOTIONS FOR SUMMARY JUDGMENT
Matthew P. Brookman United States Magistrate Judge
matter involves a dispute between a seed supplier, American
Seeds, LLC, d/b/a Stewart Seeds (“Stewart
Seeds”), and its seed dealer, Daily Feed
& Grain, Inc., (“DFG”). On January 7, 2015,
Defendant, DFG, signed a hand written document (“the
Document”) requesting it be removed from a grain
account with Plaintiff, Stewart Seeds, “effective
immediately.” After, the parties were unable to agree
as to the effect of the document, namely, if it released DFG
from past account liability. Stewart Seeds filed a Complaint
alleging that DFG owed monetary damages for: (1) Action on
Account; (2) Breach of Contract; (3) Unjust
Enrichment/Quantum Meruit; and (4) Theft. (Docket No.
10). DFG, in turn, filed a counterclaim for (1) Fraud
and (2) Conversion.
parties now move for summary judgment. DFG has filed a Motion
for Summary Judgment on all of Plaintiff's Claims
(Docket No. 64). Stewart Seeds has filed a Motion
for Summary Judgment on all of its claims, excluding theft,
and all of DFG's Counterclaims. (Docket No. 70).
Finally, Stewart Seeds has filed a Motion for Sanctions and
Supplemental Motion for Summary Judgment (Docket No.
83). For the reasons herein, DFG's Motion for
Summary Judgment is DENIED, Stewart
Seeds' cross motion is GRANTED in part and DENIED
in part, and Stewart Seeds' Motion for Sanctions
and Supplemental Motion for Summary Judgment is
Factual and Procedural Background
their motions for summary judgment, the parties attempt to
describe a rather convoluted business relationship leaving
significant factual gaps in the record. A summation of the
parties' respective, albeit confusing, positions follows.
Seeds sells seed to dealers who then resell the seed to
customers of the dealer. (Docket No. 72-1 at ECF p.
1). DFG was a Stewart Seeds dealer at least from 2012
through 2014. (Docket No. 72-2 at ECF p. 7). Chad
Sims, an employee of DFG, assisted Greg Daily with DFG's
seed business from 2012 through 2014. (Docket No. 72-5 at
ECF p. 3) (Docket No. 72-6 at ECF p. 4). Carol
Brooks, Stewart Seeds' district sales manager, worked
with Mr. Daily and Mr. Sims when DFG ordered and received
seed for its customers.
2012 to 2014 Stewart Seeds would send monthly statements to
all dealers, including DFG, showing the amount of seed sold,
amount of seed returned, payments received from customers,
any applicable discounts and the balance currently owed on
each dealer's account. (Docket No. 72-1 at ECF p.
3). Throughout DFG and Stewart Seeds'
dealer/supplier relationship, DFG and DFG customers made
payments to Stewart Seeds based on these invoices and
statements. (Docket No. 72-1 at ECF p. 10). It was
ultimately DFG's responsibility for making payments for
the seed it ordered on its account regardless of whether DFG
collected from all of its customers. (Docket No. 72-4 at
ECF p. 4).
early January, 2015, Mr. Daily indicated to Ms. Brooks that
DFG wanted to end its relationship with Mr. Sims in the seed
business. (Docket No. 72-2 at ECF p. 4). What
happened next is disputed by the parties. Stewart Seeds
asserts that DFG, through Mr. Daily, had expressed its desire
to no longer be associated with the same account number as
Chad Sims and, as a result, Ms. Brooks drafted the below
document on behalf of Mr. Daily who was busy with the grain
elevator. (Docket No. 69-1 at ECF p. 5). Jim
Stewart, lead of the brand for Stewart Seeds, gave some
direction as to the document's creation. (Docket No.
72-2 at ECF p. 6).
asserts, via testimony of Mr. Daily, that Stewart Seeds said,
through Carol Brooks, that the below document would release
DFG from financial liabilities because otherwise DFG would be
responsible for another $150, 000 from bad sales Chad Sims
had made that were associated with the account number.
(Docket No. 69-2 at ECF p. 9). DFG asserts that Ms.
Brooks agreed that, in conjunction with the below document,
Stewart Seeds would give DFG a new account number and it
would be permitted to retain its clients it serviced prior to
Chad Sims becoming involved in the account. (Docket No.
66-5 at ECF p. 2). Brooks' deposition testimony
contradicts Daily's, asserting that a new account was not
part of the discussion before drafting the below document and
that Daily often changed his position on whether or not he
wanted to continue to be a Stewart Seeds' dealer.
(Docket No. 66-4 at ECF p. 11).
January 7, 2015, Brooks drafted a handwritten document signed
by Daily, which stated, in full:
It May Concern:
I would like to remove my name, Greg Daily, and Daily Feed
& Grain from account #3294783 [“the Account”]
effective immediately. All account financial affiliation and
liability may be transferred to Chad Sims. I no longer want
to be associated with this account # 3294783 in any regard.
(Docket No. 66-1 at ECF p. 2).
the document was signed, DFG was removed from the account
number and Henry Farm Seed Service, LLC, with Chad Sims was
added to the account number. (Docket No. 66-4 at ECF p.
6). Subsequently, Sims, on behalf of Henry Farm Seed
Service, LLC, signed a dealership agreement in March, which
was post-dated back to January 7, 2015, to coincide with
Daily's document. (Docket No. 66-4 at ECF p. 7).
end of the 2015 fiscal year, commonly referred to as
“seed year” within the industry, during the
Account's annual reconciliation, it became apparent to
Stewart Seeds that the Account had a residual balance due
from the 2014 seed year. (Docket No. 72-3 at ECF p.
5). Subsequently, Robertson, Brooks, and Sims,
identified whether payments on the account were for 2014 or
2015 seed sales. (Docket No. 72-3 at ECF p. 6). This
process of assigning payments to sales did not entail simply
assigning customers' payments to their orders as DFG was
a “non-billable” dealership, so some customers
would send payments directly to Stewart Seeds whereas other
customers would send payments to DFG and DFG would then send
a check to Stewart Seeds, which could no longer be assigned
to a specific customer's order. (Docket No. 72-3 at
ECF p. 6). It was the responsibility of a non-billable
dealer to accurately keep those records for himself.
Id. At the end of Stewart Seeds' reconciliation,
Robertson, Brooks, and Sims determined that the Account
balance for pre-January 7, 2015 transactions was $189,
268.00. (Docket No. 72-12 at ECF p. 3); (Docket
No. 72-1 at ECF p. 3).
is no evidence that Greg Daily was involved in these
reconciliations. Robertson called Daily to let him know the
results of the reconciliation and that it appeared that $189,
268.00 of the Account's liabilities were pre-January 7,
2015 responsibilities of DFG. (Docket No. 72-3 at ECF p.
Rules of Civil Procedure 56 provides that summary judgment
should be granted when the evidence establishes 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); Celotext
Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 3548,
91 L.Ed. 265 (1986). The purpose of summary judgment is to
“pierce the pleadings and to assess the proof in order
to see whether there is a genuine need for trial.”
Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio
Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538
(1986). Disputes concerning material facts are genuine where
the evidence is such that a reasonable jury could return a
verdict for the nonmoving party. See Id. at
255, 106 S.Ct. 2505. However, neither the “mere
existence of some alleged factual dispute between the
parties, ” id. at 247, 106 S.Ct. 2505, nor the
existence of “some metaphysical doubt as to the
material facts, ” id. at 586, 106 S.Ct. 1348,
will defeat a motion for summary judgment. Michas v.
Health Cost Controls of Ill., Inc., 209 F.3d 687, 692
(7th Cir. 2000). The court cannot weigh evidence or make
credibility determinations on summary judgment as those tasks
are left to the fact-finder. O'Leary v. Accretive
Health, Inc., 657 F.3d 625, 630 (7th Cir. 2011).
frequently confront cross motions for summary judgment. In
such situations, courts must consider each party's motion
individually to determine if that party has satisfied the
summary judgment standard. “The existence of
cross-motions for summary judgment does not . . . imply that
there are no genuine issues of material fact.” R.J.
Corman Derailment Servs., LLC v. Int'l Union of Operating
Eng'rs, 335 F.3d 643, 647 (7th Cir. 2003).
are three motions before the court: (1) Plaintiff's
Motion for Summary Judgment on Defendant's Counterclaims
and its Cross-Motion for Summary Judgment on Plaintiff's
Claims, Counts I-III (action on account, breach of contract,
unjust enrichment/quantum meruit, respectively);
Defendant's Motion for Summary Judgment on each of
Plaintiff's counts; and (3) Plaintiff's Supplemental
Motion, requesting both summary judgment and sanctions
before the Court addresses the merits of Plaintiff's
Motion for Summary Judgment, we must consider Plaintiff's
request that this Court strike both Defendant's Brief in
Opposition of Stewart Seed's Motion for Summary Judgment
(Docket No. 77) and Defendant's Reply Brief in
Support of its Motion for Summary Judgment (Docket No.
78). (Docket No. 82 at ECF p.2 n.2). Stewart
Seeds' basis for its request was that both briefs were
filed on October 18, 2017, two days after the deadline passed
and without seeking leave. DFG subsequently explained it was
due to a miscalculation. (Docket No. 80). The Court
has chosen to consider the briefs as an exercise of judicial
discretion. See Buggs v. Elgin, Joliet & E.
Ry. Co., 852 F.2d 318, 322 (7th Cir. 1988) (explaining
that a trial court has discretion to accept late-filed
documents). Stewart Seeds motion to strike DFG's Response
in Opposition to Plaintiff's Motion for Summary Judgment
and DFG's Reply in Support of its Motion for Summary
Judgment is DENIED.
Plaintiff's Motion for Summary ...