United States District Court, D. Montana, Great Falls Division
MONTANA MERCHANDISING, INC., d/b/a MONTANA MILLING, INC., HINEBAUCH GRAIN, INC., and OCC-O'CONNOR CROPS AND CATTLE, LLC, Plaintiffs,
DAVE'S KILLER BREAD, INC., GLENN DAHL, Individually and as Trustee of Glenn Dahl Family Trust, DAVID J. DAHL, Individually and as Trustee of the David Dahl Family Trust, SHOBI L. DAHL, Individually and as Trustee of the Shobi L. Dahl Family Trust, FLOWERS FOODS, INC., and GOODE PARTNERS, LLC, Defendants.
ORDER ON MMI'S MOTION FOR PARTIAL SUMMARY
JUDGMENT ON COUNT I OF AMENDED COMPLAINT
Morris United States District Court Judge
Montana Merchandising, Inc. (“MMI”) moves this
Court for partial summary judgment in its favor against
Defendants Dave's Killer Bread, Inc. (“DKB”)
and Flowers Foods, Inc. (“Flowers”) on Count I of
its First Amended Complaint. (Doc. 32.)
DKB entered into two contracts in January 2014 for the crop
years 2014/2015, 2015/2016, and 2016/2017: the “Organic
Hard Red Wheat Contract, Procurement, and Cleaning
Agreement” (“the Procurement Agreement”)
(Doc. 34-1), and the “Organic Hard Red Wheat Whole
Wheat Flour and Cracking Agreement” (“the
Processing Agreement”) (Doc 34-2).
alleges that DKB/Flowers has “refused to accept and pay
for the minimum volumes set forth in the agreements.”
(MMI's Statement of Undisputed Facts, Doc. 34 at 2.) MMI
claims that DKB agreed in 2015 in the Procurement Agreement
to purchase 56, 600, 000 pounds of organic hard red wheat,
but only took 23, 836, 738 pounds, or 32, 763, 262 pounds
less than it had agreed to take as of March 31, 2017.
Id. DKB agreed in the Procurement Agreement to
purchase 80, 600, 000 pounds in 2016, but only took 24, 786,
196 pounds, leaving a deficiency of 55, 813, 804 pounds as of
March 31, 2017. Id. DKB agreed in the Procurement
Agreement to purchase 94, 800, 000 pounds in 2017, but only
took 7, 664, 220 pounds, leaving a deficiency of 86, 335, 780
pounds as of March 31, 2017. Id.
2015, DKB agreed in the Processing Agreement to accept 27,
540, 000 pounds of organic hard red wheat whole wheat flour
and cracked wheat, but only took 23, 836, 738 pounds, leaving
a deficiency of 3, 703, 262 pounds as of March 31, 2017.
Id. DKB agreed in the Processing Agreement to accept
39, 240, 000 pounds in 2016, but only took 24, 786, 196
pounds, leaving a deficiency of 14, 453, 804 pounds as of
March 31, 2017. Id. DKB agreed in the Processing
Agreement to accept 46, 140, 000 pounds in 2017, but only
took 7, 664, 220 pounds, leaving a deficiency of 38, 475, 780
pounds as of March 31, 2017.
of the First Amended Complaint claims that DKB/Flowers
breached the two written contracts. Count I further alleges
that DKB/Flowers remains liable for all damages suffered by
MMI arising from the breach. (Doc. 18 at 13.)
may move for summary judgment on all claims or defenses, or a
part of a claim or defense. Fed.R.Civ.P. 56(a). A court
should grant summary judgment where the movant demonstrates
that no genuine dispute exists “as to any material
fact” and the movant should be “entitled to
judgment as a matter of law.” Id. This Court
will grant summary judgment where the documentary evidence
produced by the parties permits only one conclusion.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250
(1986). Courts rarely grant summary judgment grant where no
discovery or exchange of documents has yet taken place.
Cf. Fed. R. Civ. P. 56(d).
Ninth Circuit long has recognized that summary judgment
should be granted in contract cases “only if the
contract or the contract provision in question is
unambiguous, ” that is, not capable of more than one
meaning or understanding. Nat'l Union Fire Ins. Co.
of Pittsburgh, Pa. v. Argonaut Ins. Co., 701 F.2d 95, 97
(9th Cir. 1983) (quotations and citations omitted).
“The rationale for the proposition is simple: ambiguity
in a contract raises a question of intent, which is a
question of fact precluding summary judgment.”
Id. Any uncertainty about the meaning of contractual
provisions “is generally construed against the
drafter.” Corp. Air v. Edwards Jet Ctr., 190
P.3d 1111, 1121 (Mont. 2008); see also Hill v.
Qwest, 35 P.3d 1051, 1054 (Or. Ct. App. 2001).
issues of fact exist in this case that preclude judgment as a
matter of law at this time. Fed.R.Civ.P. 56(a). MMI asserts
that the numbers listed in the contracts create specific
requirements, but DKB/Flowers interprets them as estimates or
goals. The Procurement Agreement states that the amount of
acres “targeted” for the agreement “will be
based on the organic wheat needs of DKB.” (Doc. 34-1.)
The Procurement Agreement further notes three different
“Production Estimates and Contract Goals.”
argues that the contracts require that the amount of organic
wheat procured and processed be based upon the projected
needs of DKB. (Doc. 59 at 7, 19.) DKB and MMI communicated,
before the planting of the 2016 wheat, about DKB's
organic wheat requirements and the need to determine the
number of acres that MMI had to contract to obtain the
quantity of wheat to meet those requirements for the three
contract years. Id. at 18. The parties exchanged
information regarding contracted acres and supply from these
acres in the fall of each calendar year for production and
planning purposes. Id. The parties appear not to
have treated the annual wheat quantities as predetermined.
language of the contracts, coupled with the parties'
actions, illustrate the existence of genuine and material
factual disputes related to the meaning of the agreements.
Id. Genuine issues of material fact exist also as to
the parties' performance under the contracts.
Id. DKB/Flowers asserts that MMI never tendered the
quantities of organic wheat or processed wheat products
specified under the terms of the contracts. Id. The