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Montage Furniture Services, LLC v. Regency Furniture, Inc.

United States District Court, Fourth Circuit

September 4, 2013

MONTAGE FURNITURE SERVICES, LLC, Plaintiff,
v.
REGENCY FURNITURE, INC., et al., Defendants.

MEMORANDUM OPINION

Alexander Williams, Jr., United States District Judge.

Pending before the Court are (1) Defendants’ Motion for Summary Judgment and (2) Plaintiff’s Cross-Motion for Summary Judgment. The Court has carefully reviewed the record and deems a hearing unnecessary. For the reasons that follow, the Court GRANTS Defendants’ Motion for Summary Judgment and DENIES Plaintiff’s Cross-Motion for Summary Judgment.

I. FACTUAL AND PROCEDURAL BACKGROUND

Plaintiff Montage Furniture Services, LLC supplies furniture protection plans to furniture retailers. Defendants are a group of furniture stores that operate under the names of Regency Furniture and Ashley Furniture Industries.

Plaintiff filed a Complaint sounding in breach of contract in Civil Action 8:11-cv-00453-AW (D. Md. 2011). In that case, Plaintiff alleged that Defendants contracted with it to buy furniture protection plans that, in turn, they sold to customers who bought furniture from their stores. Plaintiff further alleged that Defendants would sell customers furniture protection plans without giving the customers physical copies of the plans. Plaintiff added that this practice enabled Defendants to sell the same plan to multiple customers, thereby depriving Plaintiff of the benefit of the Parties’ alleged bargain. Defendants moved for summary judgment in that case.

While Defendants’ motion for summary judgment pended in that case, the Parties engaged in settlement negotiations. On January 23, 2012, Plaintiff’s president, Alan Salmon, sent an email to Defendant Regency Furniture, Inc.’s president, Abdul Ayyad.[1] In this email, Plaintiff characterizes Defendants’ prior settlement proposal as “inadequate” and, in response, sets forth a six-point counterproposal. In the counterproposal’s own language, these points included: (1) liability in plans sold for which Plaintiff was never paid; (2) compensation for costs incurred and to be incurred; (3) compensation for lost revenue and profits; (4) recovery of legal costs; (5) supply agreement & pricing; and (6) a letter of credit. See Doc. No. 18-2.

On the following day, Defendants responded to the counterproposal via email. Defendants stated that they were “willing to consider” an agreement by which they would purchase “X” number of furniture plans for $37 each. See Doc. No. 18-4. The January 24, 2012 email further states, “If we can reach [an] agreement on ‘x, ’ we can both focus on making this arrangement profitable for both of us.” Id.

The Parties’ negotiations continued in an email dated February 9, 2012. In this email, Defendants rejected a prior proposal to purchase 55, 000 plans at $37 per plan and suggested that they might be willing to buy 10, 800 plans for $37. See Doc. No. 17-4.

The Parties engaged in back-and-forth email communications between March 9, 2012 and March 11, 2012. See Doc. No. 17-5. These negotiations culminated with Defendants making the following offer: “The settlement offer on the table is appx. 50% [i.e., 10, 800] of the 21, 000 plans. That is a generous offer . . . . Please advise your client that the settlement offer will be withdrawn if not accepted by March 16 . . . .” Id. at 2.

On March 14, 2012, Plaintiff responded to Defendants’ settlement offer via email. In pertinent part, the email states as follows: “[Plaintiff] . . . will accept your offer to resolve this matter. [Plaintiff] agree[s] to settle on the terms contained in [Plaintiff’s prior counterproposal] to [Defendants], except that rather than requiring [Defendants] to purchase 55, 000 plans, we will agree to the 10, 800 plans as reflected in your offer.” See Doc. No. 17-6 (emphasis added).

In late April 2012, the Parties exchanged a draft settlement agreement. The draft agreement states that it is “effective as of the date of the last signature of the Parties . . . .” Doc. No. 18-7 at 1. On May 3, 2012, the Court granted Defendants’ motion for summary judgment in the prior action.[2] Thereafter, Defendants disputed that the Parties had reached a binding settlement agreement. Likewise, there is no evidence that either Party signed the draft settlement agreement.

Against this backdrop, Plaintiff filed a Complaint on November 16, 2012. Doc. No. 1. In its Complaint, Plaintiff asserts a single claim for “breach of settlement agreement.” Id. at 5. The case went into discovery. On April 23, 2013, Defendants filed a Motion for Summary Judgment. Doc. No. 13. Defendants generally argue that the Parties never formed a binding settlement agreement, whether oral or written. On May 10, 2013, Plaintiff filed a combined Opposition and Cross-Motion for Summary Judgment (Cross-Motion for Summary Judgment). Doc. No. 17.[3] Plaintiff generally argues that the Parties consummated an oral settlement agreement whereby Defendants would purchase 10, 800 plans at $37 per plan. The Parties have fully briefed the outstanding cross-motions for summary judgment.

II. STANDARD OF REVIEW

Summary judgment is appropriate only “if the movant shows that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a); see Celotex Corp. v. Catrett, 477 U.S. 317, 323–25 (1986). The Court must “draw all justifiable inferences in favor of the nonmoving party, including questions of credibility and of the weight to be accorded to particular evidence.” Masson v. New Yorker Magazine, Inc., 501 U.S. 496, 520 (1991) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986)). To defeat a motion for summary judgment, the nonmoving party must come forward with affidavits or similar evidence to show that a genuine issue of material fact exists. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). A disputed fact presents a genuine issue “if the ...


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