United States District Court, N.D. Indiana, Fort Wayne Division
MID-AMERICAN SALT, LLC f/k/a MIDWEST SALT OF FORT WAYNE, LLC, Plaintiff,
BOB & DAVE'S LAWN AND LANDSCAPE MAINTENANCE, INC., d/b/a MIDWEST MELT SOLUTIONS, Defendant.
OPINION AND ORDER
A. BRADY JUDGE
case presents yet another illustrative example of the
seemingly self-evident proposition that seven-figure business
transactions should be preceded by a written and signed
contract. Here, Plaintiff Mid-American Salt, LLC, f/k/a
Midwest Salt of Fort Wayne (“Seller”) initiated
its performance of a more than two-million-dollar transaction
for the sale of Moroccan salt without first having a signed
contract from Defendant Bob & Dave's Lawn and
Landscape Maintenance, Inc. d/b/a/ Midwest Melt Solutions
(“Buyer”). When the transaction ultimately fell
through, Buyer claimed that it was not liable because no
contract existed. Buyer now moves for summary
judgment on Seller's claim for damages,
asserting: (1) that the contract fails for lack of a
condition precedent; and (2) Seller cannot prove damages from
the alleged breach in any event. Seller counters that parol
evidence defeats Midwest's interpretation of the
contract, and further that there is sufficient evidence of
its damages to require a trial. Because the Court finds that
genuine issues of material fact exist, Buyer's Motion for
Summary Judgment will be denied.
is a landscaping company located in Wisconsin. A significant
part of Buyer's business is snow removal, both providing
snow removal services on its own and selling bulk rock salt
to other snow removal companies. Generally, Buyer had been
able to meet its salt demand through domestic suppliers such
as Morton and Cargill. However, in the summer of 2014, it
became clear that domestic suppliers would not be able to
meet the demand for rock salt in the Great Lakes area.
Accordingly, Buyer sought out alternative sources of salt.
ultimately turned to Seller. Seller had access to salt from
Morocco through its Spanish supplier, Pardira Premium S.L.
(“Pardira”). This was the first time that Buyer
had done business with Seller. Buyer's order was in
excess of 24, 000 tons, which was Buyer's largest salt
order in the history of the business.
parties agree that the contract for the salt purchase was the
subject of extensive negotiation. Relevant to the current
dispute are the negotiations regarding paragraph 10.
Seller's initial draft contained the following provision:
10. This agreement will be effective upon [Buyer] and
[Seller's] signing of this Agreement document and monies
being transferred in accordance with this Agreement. Delivery
timing will be provided upon confirmation of this agreement.
had its attorney review and propose significant changes to
Seller's draft. One of those changes was to strike the
language “and monies being transferred in accordance
with this Agreement” from paragraph 10.
August 2014 market conditions were such that any further
delay in consummating the agreement would cost both sides
additional money. On August 7, 2014, Seller sent another
draft agreement to Buyer, emphasizing that a “fast
decision” was needed. Buyer orally confirmed its
agreement to Seller's most recent draft the same day, and
Seller confirmed that the transaction would proceed via
email. Seller then took the necessary steps to mobilize the
shipment of the sale, which included wiring approximately
$700, 000.00 to Pardira. Seller forwarded an
“updated” agreement to Buyer the next day,
although it appears that the August 7 and August 8 documents
are substantively the same.
days passed without Buyer returning a signed copy of the
agreement. On August 11, 2014, Seller reached out to Buyer to
inquire as to the status of the contract. A text message
exchange occurred between representatives of the parties in
which Buyer stated, “we have a commitment so don't
worry.” (ECF No. 49-1 at 113-16). Buyer further
promised to provide a signed copy of the agreement the next
day. True to its promise, Buyer did provide a signed copy of
the agreement (Id. at 19) (the
“Agreement”) and requested Seller's wiring
instructions so that the required down payment could be made.
Notably, the only substantive change to the Agreement from
the initial draft proposed by Seller was a handwritten
provision regarding title to the salt. The rest of the
provisions, including paragraph 10, remained the same.
to Seller, Buyer was purchasing the salt not for its own use
but instead to resell to a third party. Sometime between
August 12 and August 19, 2014, Buyer's resale arrangement
broke down. As a result, Buyer informed Seller on August 19,
2014, that it would not be purchasing the salt as agreed.
Seller attempted to find another purchaser for the salt but
was unable to do so. Seller was ultimately forced to cancel
the shipment from Pardira. Seller maintains that, as a
result, it lost the entire profit that it expected to realize
from the sale of the salt, approximately $561, 000.00.
Summary Judgment Standard
judgment is warranted when “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). The non-moving party must marshal and
present the Court with evidence on which a reasonable jury
could rely to find in their favor. Goodman v. Nat'l
Sec. Agency, Inc., 621 F.3d 651, 654 (7th Cir. 2010). A
court must deny a motion for summary judgment when the
nonmoving party presents admissible evidence that creates a
genuine issue of material fact. Luster v. Ill. Dep't
of Corrs., 652 F.3d 726, 731 (7th Cir. 2011) (citations
omitted). A court's role in deciding a motion for summary
judgment “is not to sift through the evidence,
pondering the nuances and inconsistencies, and decide whom to
believe. The court has one task and one task only: to decide,
based on the evidence of record, whether there is any
material dispute of fact that requires a trial.”
Waldridge v. Am. Heochst Corp., 24 F.3d 918, 920
(7th Cir. 1994).
that are outcome determinative under the applicable law are
material for summary judgment purposes. Smith ex rel.
Smith v. Severn, 129 F.3d 419, 427 (7th Cir. 1997).
Although a bare contention that an issue of material fact
exists is insufficient to create a factual dispute, a court
must construe all facts in a light most favorable to the
nonmoving party, view all reasonable inferences in that
party's favor, Bellaver v. Quanex Corp., 200
F.3d 485, 491-92 (7th Cir. 2000), and avoid “the
temptation to decide which party's version of the facts
is more likely true, ” Payne v. Pauley, 337
F.3d 767, 770 (7th Cir. 2003). Additionally, a court is not
“obliged to research and construct legal arguments for
parties, especially when they are represented by
counsel.” Nelson v. Napolitano, 657 F.3d 586,
590 (7th Cir. 2011).