United States District Court, D. Maryland
Mid-Atlantic Salt, LLC
CATHERINE C. BLAKE, UNITED STATES DISTRICT JUDGE
plaintiff, VETcorp, Inc. (VET), has sued the defendant
Mid-Atlantic Salt, LLC (MAS), for breaching two subcontracts
by failing to supply road salt as required under the
agreements. In response, MAS has filed a motion for
summary judgment as to all counts, and partial summary
judgment to limit the scope of damages if VET were to succeed
on its claims. MAS also has counter-sued VET for unpaid
invoices. For the reasons stated below, MAS's motion will
be denied in part and granted in part.
five years, from 2008 to 2013, VET and MAS dealt in road
salt-VET as buyer and MAS as seller-without incident. (ECF
No. 68, “Def.'s Mot., ” Wick Decl., Benoit
Dep. p. 29). But their business together was relatively
minor, totaling around $1.2 million over five years.
(Id. at p. 30). That changed in the fall of 2013
when VET entered a bid to supply Montgomery County with road
salt for the upcoming winter. (Id. at Knutsen Dep.,
Ex. 1). To prepare its bid, VET asked MAS to provide a price
quote for supplying the Montgomery County contract.
(Def.'s Mot., Stein Decl., Ex. 1). And MAS did, telling
VET that it could supply the contract, “which could
approximate 100, 000 tons” of salt, with a price per
ton of $53.50. (Id. at Ex. 3). MAS added,
“[i]f you win the bid, [we] will follow with a formal
written quote as we typically do for Vet Corp.”
submitted a bid to Montgomery County, offering a delivery
price of $56.18 per ton of salt, (Def.'s Mot., Wick
Decl., Knutsen Dep. Ex. 1 at E-2), the second-lowest bid the
County received, (Stein Decl. Ex. 4). Although losing out on
the primary contract, VET became a secondary supplier, and
the company informed MAS that it would be called on only if
the primary contractor could not perform. (Stein Decl., Ex.
5). The companies prepared delivery terms anyway, though they
were unable to reach an agreement. (See Id. at
¶ 9, Ex. 6). And MAS never provided the formal quote it
said it would if VET won the County's contract.
the fall of 2013, VET contacted MAS with a second business
inquiry. VET had been awarded a contract from the U.S.
Department of the Interior, National Park Service, by using a
price quote from one of MAS's competitors, and VET wanted
to know if MAS would match its competitor's bid. MAS was
provided with its competitor's “quote sheet,
” which included delivery prices and an estimated total
tonnage of 5, 350. (Id. at Ex. 7). MAS agreed to
match the price quote. Other terms, such as the manner of
delivery and payment, were left unstated. (Wick Decl., Benoit
Dep., at pp. 110-11). Eventually, MAS submitted quote sheets
for several of the delivery locations on the competitor's
quote that VET signed and returned. (Stein Decl. at ¶
19, Ex. 17).
severe Mid-Atlantic winter arrived and significantly burdened
MAS's salt supply. (Id. at ¶ 12). VET
submitted three orders for salt to MAS over December 2013 and
January 2014 under its contract with Montgomery County,
specifying the $53.50 per ton price MAS quoted, each of which
was filled by MAS. (Id. at ¶ 16). VET also
submitted around a dozen orders under the NPS contract during
the same period, which MAS also filled for the price quoted
to VET. (Pl.'s Opp., ECF No. 70, Benoit Decl. at ¶
February 3, 2014, however, MAS contacted its business
partners, including VET, to let them know that its supply of
salt in Baltimore was depleted, but it was expecting a new
shipment of salt around February 21st. (Def.'s Mot.,
Stein Decl. at ¶ 12). The shipment did not arrive until
March 6th. (Id. at ¶ 15). As a result, several
of VET's orders under both the Montgomery County and NPS
contracts were left unfilled. (Id. at Ex. 14;
Pl.'s Opp., Benoit Decl. at ¶¶ 19, 29).
Although NPS cancelled its pending orders with VET, and VET
then cancelled all its pending NPS contract orders with MAS,
(Pl.'s Opp., Benoit Decl. at ¶ 30), VET still sought
to fill its orders under the Montgomery County contract,
(Def.'s Mot., Stein Decl. at ¶ 17, Ex. 15). The
orders were never filled. After MAS received salt in March,
it attempted to raise the price per ton of salt, arguing that
the quote VET received for the Montgomery County contract was
not binding because the parties never formalized it.
(Id. at ¶ 18, Ex. 16). The parties were unable
to resolve their dispute over pricing, and, sometime later,
VET and Montgomery County mutually terminated their contract.
(Def.'s Mot, Wick Decl., Knutsen Dep. at pp. 50-53). VET
was not sued by either Montgomery County or NPS. (Def.'s
Mot. Wick Decl., Benoit Dep. at pp. 144-47). After the winter
season, it is undisputed that VET began withholding
outstanding payments owed to MAS amounting to $95, 984.50.
(Id. at pp. 181-82).
brought suit in state court alleging breach of the
parties' agreements under both the Montgomery County and
NPS contracts. (ECF No. 2). The case was removed to federal
court in December 2014. (ECF No. 1). After VET amended its
complaint, (ECF No. 24), MAS filed a counterclaim against VET
for unpaid invoices, (ECF No. 36). MAS now moves for summary
judgment on all of VET's claims, and its counterclaim,
and partial summary judgment as to the scope of damages. (ECF
Rule of Civil Procedure 56(a) provides that summary judgment
should be granted “if 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) (emphases added). “A dispute is
genuine if ‘a reasonable jury could return a verdict
for the nonmoving party.'” Libertarian Party of
Va. v. Judd, 718 F.3d 308, 313 (4th Cir. 2013) (quoting
Dulaney v. Packaging Corp. of Am., 673 F.3d 323, 330
(4th Cir. 2012)). “A fact is material if it
‘might affect the outcome of the suit under the
governing law.'” Id. (quoting Anderson
v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)).
Accordingly, “the mere existence of some
alleged factual dispute between the parties will not defeat
an otherwise properly supported motion for summary
judgment[.]” Anderson, 477 U.S. at 247-48. The
court must view the evidence in the light most favorable to
the nonmoving party, Tolan v. Cotton, 134 S.Ct.
1861, 1866 (2014) (per curiam), and draw all reasonable
inferences in that party's favor, Scott v.
Harris, 550 U.S. 372, 378 (2007) (citations omitted);
see also Jacobs v. N.C. Admin. Office of the Courts,
780 F.3d 562, 568-69 (4th Cir. 2015). At the same time, the
court must “prevent factually unsupported claims and
defenses from proceeding to trial.” Bouchat v.
Balt. Ravens Football Club, Inc., 346 F.3d 514, 526 (4th
Cir. 2003) (quoting Drewitt v. Pratt, 999 F.2d 774,
778-79 (4th Cir. 1993)).
argues that summary judgment should be granted in its favor
because: (1) the parties never entered into a contract under
either the Montgomery County or the NPS bid; and (2) it is
undisputed that VET has withheld payment owed to MAS.
MAS's motion will be granted in part and denied in part.
VET will be ordered to pay MAS the money it has been
withholding. But because the existence of the contracts
between the parties is materially disputed, summary judgment
on these claims will be denied.
Breach of Contract
other elements, a valid contract is formed by an offer and
acceptance and consideration. Acceptance is demonstrated by
“an actual meeting of the minds regarding contract
formation.” Cochran v. Norkunas, 919 A.2d 700,
713 (Md. 2007). “Acceptance may be manifested by acts
as well as by words.” Id. And an offer is any
communication that a party intends, if accepted, “to
create an enforceable arrangement.” Audio Visual
Associates, Inc. v. Sharp Electronics Corp., 210 F.3d
254, 259 (4th Cir. 2000) (applying Maryland law).
provides three reasons for why the parties here never entered
a contract as to the Montgomery County bid: (1) MAS never
issued a quote, so there could be no offer; (2) even if MAS
did issue a quote, the quote does not constitute an offer;
and (3) even if MAS issued a quote and the quote constitutes
an offer, the contract lacked consideration. Because there is
at least a genuine ...