Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

US Foods, Inc. v. Crittenden

United States District Court, D. Maryland

June 13, 2019

US FOODS, INC., Plaintiff,
v.
BRYAN CRITTENDEN, Defendant.

          MEMORANDUM OPINION

          Beth P. Gesner Chief United States Magistrate Judge

         Plaintiff U.S. Foods, Inc. (“US Foods, ” or “plaintiff”) brings this breach of contract action against defendants Germain Holdings, LLC, d/b/a Overlea Caterers (“Overlea”) and Bryan Crittenden (“Crittenden, ” or “defendant”), alleging that Overlea entered into two contracts with plaintiff, which were guaranteed by Crittenden, and breached said contracts by failing to make full payments for goods and services provided by plaintiff. (ECF No. 1 at 3-4). Currently pending before the court is plaintiff's Motion for Summary Judgment (“Motion”) (ECF No. 27). Plaintiff has also submitted a Supplemental Brief in Support of Motion for Summary Judgment (“Supplemental Brief”) (ECF No. 36). Defendant, who is pro se, was notified that the Motion had been filed and given an opportunity to respond but failed to do so. (ECF No. 29). Upon review of the pleadings and the applicable case law, the court determines that no hearing is necessary. See Local Rule 105.6. For the reasons stated below, plaintiff's Motion (ECF No. 27) is GRANTED.

         I. BACKGROUND

         In ruling on a motion for summary judgment, this court considers the facts and draws all reasonable inferences in the light most favorable to the nonmoving party. Scott v. Harris, 550 U.S. 372, 378 (2007). “[T]he failure of a party to respond to a summary judgment motion may leave uncontroverted those facts established by the motion.” Custer v. Pan Am. Life Ins. Co., 12 F.3d 410, 416 (4th Cir. 1993).

         In June 2017, plaintiff, a food service distributor, contracted with Overlea, who prepared and delivered bulk meals to customers in Maryland, to sell and deliver goods to Overlea. (ECF No. 27-1 at 1-2). First, plaintiff executed an Electronic Credit Application (the “Credit Agreement”) pursuant to which plaintiff “agreed to sell and Overlea agreed to purchase food and food-related goods to be delivered to Overlea.” (ECF No. 27-1 at 2). The Credit Agreement included a personal guaranty clause, signed by Crittenden. (Id. (citing ECF No. 27-4 at 7)). That same month, plaintiff and Overlea executed a Master Distribution Agreement (“MDA”) that incorporated the Credit Agreement and further detailed the terms of the agreement. (ECF No. 27-1 at 2 (citing ECF No. 34 at 6)).

         Pursuant to the Credit Agreement and the MDA, Overlea ordered food and food-related goods from plaintiff, and plaintiff provided Overlea with these goods. (ECF No. 27-1 at 3 (citing ECF No. 27-5)). For each order made by Overlea, plaintiff created and provided Overlea with an invoice detailing the amount due and terms. (Id.) Overlea failed to fully pay these invoices, however, and plaintiff filed suit on April 5, 2018, alleging that Overlea owed $296, 551.01, exclusive of interest, costs, and fees. (ECF No. 1 at 5). Overlea failed to answer plaintiff's Complaint, and on July 17, 2018, the Clerk of Court entered an order of default against Overlea. (ECF No. 12). On August 14, 2018, the court entered a default judgment against Overlea in the amount of $337, 001.93, for $296, 551.01 in unpaid invoices, $35, 586.12 in pre-judgment interest, $4, 421.80 in reasonable attorneys' fees, and $443 in costs and expenses incurred by plaintiff. (ECF No. 15). On January 28, 2019, plaintiff filed the instant Motion seeking an entry of summary judgment against Crittenden as guarantor for the agreements. (ECF No. 27).

         II. STANDARD OF REVIEW

         Summary judgment is appropriate when “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). A genuine dispute remains “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is properly considered “material” only if it might affect the outcome of the case under the governing law. Id. The party moving for summary judgment has the burden of demonstrating the absence of any genuine issue of material fact. Fed.R.Civ.P. 56(a); Pulliam Inv. Co., Inc. v. Cameo Props., 810 F.2d 1282, 1286 (4th Cir. 1987). On those issues for which the nonmoving party has the burden of proof, however, it is his or her responsibility to oppose the motion for summary judgment with affidavits or other admissible evidence specified in Federal Rule of Civil Procedure 56. Fed.R.Civ.P. 56(c); Mitchell v. Data Gen. Corp., 12 F.3d 1310, 1315-16 (4th Cir. 1993). If a party fails to make a showing sufficient to establish the existence of an essential element on which that party will bear the burden of proof at trial, summary judgment is proper. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986).

         When reviewing a motion for summary judgment, the court does not evaluate whether the evidence favors the moving or nonmoving party, but considers whether a fair-minded jury could return a verdict for the nonmoving party on the evidence presented. Anderson, 477 U.S. at 252. In undertaking this inquiry, the court views all facts and makes all reasonable inferences in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). The nonmoving party, however, may not rest on its pleadings, but must show that specific, material facts exist to create a genuine, triable issue. Celotex, 477 U.S. at 324. A “scintilla” of evidence in favor of the nonmoving party, however, is insufficient to prevent an award of summary judgment. Anderson, 477 U.S. at 252. Further, “mere speculation” by the nonmoving party or the “building of one inference upon another” cannot create a genuine issue of material fact. Cox v. Cty. of Prince William, 249 F.3d 295, 299-300 (4th Cir. 2001). Summary judgment should be denied only where a court concludes that a reasonable jury could find in favor of the nonmoving party. Anderson, 477 U.S. at 252.

         When the nonmoving party fails to respond altogether to a summary judgment motion, the court may consider those facts established by the moving party's motion uncontroverted. Custer v. Pan Am. Life Ins. Co., 12 F.3d 410, 416 (4th Cir. 1993). The moving party must still establish, however, “that the uncontroverted facts entitle the party to ‘a judgment as a matter of law.'” Id. (quoting Fed.R.Civ.P. 56(c)). “Thus, the court, in considering a motion for summary judgment, must review the motion, even if unopposed, and determine from what it has before it whether the moving party is entitled to summary judgment as a matter of law.” Id.

         III. DISCUSSION

         A. Applicable Law

         In its Motion, plaintiff relies on Maryland law and cites to Grudis v. J.B. Hunt Transport, Inc., 124 Fed.Appx. 158, 159 (4th Cir. 2005), which states that “[b]ecause the source of the federal court's jurisdiction over the state law tort action was diversity of citizenship, the rule of Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78 . . . (1938), requires the application of the law of Maryland, the forum state, to questions of substantive law.” (ECF No. 27-1 at 5). I note that the Credit Agreement, however, contains two provisions that state that the laws of Delaware govern the agreement.[1] Accordingly, I asked plaintiff to provide a supplemental brief informing the court of its position as to whether Maryland or Delaware law should govern this case and provide evidence and authority in support of its position. (ECF No. 35).

         In its Supplemental Brief, plaintiff argued that Maryland law, rather than Delaware law, applied to plaintiff's claims because Delaware did not have a substantial connection to the transactions at issue in the case. (ECF No. 36 at 2). As noted by plaintiff, when exercising diversity jurisdiction, a court generally “applies the substantive law of the forum state in which it sits.” Taylor v. Lotus Dev. Corp., 906 F.Supp. 290, 294 (D. Md. 1995) (citing Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941); Erie R.R. v. Tompkins, 304 U.S. 64, 78-79 (1938)). In Maryland, “the parties to a contract may agree as to the law that will govern their transactions, even as to issues going to the validity of the contract.” Id. (citing Kronovet v. Lipchin, 414 A.2d 1096, 1104 (Md. 1980); Nat'l Glass, Inc. v. J.C. Penney Props., Inc., 650 A.2d 246, 248 (Md. 1994)). Further, under Maryland law, the court “should presume that a parties' choice of law is enforceable.” Ameritox, Ltd. v. Savelich, 92 F.Supp.3d 389, 396 (D. Md. 2015). A choice-of-law provision will not be honored, however, if “1) the state whose law is chosen has no substantial relationship to the parties or the transaction; or 2) the strong fundamental public policy of the forum state precludes the application of the choice of law provision.” Taylor, 906 F.Supp. at 294 (quoting Am. Motorists Ins. Co. v. ARTRA Group, Inc., 659 A.2d 1295, 1301 (Md. 1995)).

         Here, plaintiff argues that Delaware does not have a substantial connection to the transactions at issue in this case. (ECF No. 36 at 2). Specifically, plaintiff argues, defendant Overlea is “a Maryland liability company doing business in Maryland” that transacted with plaintiff “for the delivery of food and food-related goods and services delivered within the State of Maryland.” (ECF No. 36 at 3). Additionally, plaintiff argues, Crittenden, as guarantor, “guaranteed payment for these food and food-related goods and services order [sic] and delivered within the State of Maryland.” Id. Finally, plaintiff states that “the transactions resulting in the breaches at issue also occurred within the State of Maryland.” Id. For these reasons, plaintiff argues that the court should apply Maryland law to its claims.

         The Fourth Circuit has previously held, however, that “a party's state of incorporation provides the necessary ‘substantial relationship' for application of its laws.” Ciena Corp. v. Jarrard, 203 F.3d 312, 324 (4th Cir. 2000) (finding that it was not unreasonable for the plaintiff to select the law of Delaware, its state of incorporation, to govern its contracts even though its principal place of business was Maryland). Here, although Delaware may not have a substantial connection to the transactions at issue, Delaware does have a substantial relationship to plaintiff, as plaintiff is incorporated in the state of Delaware. (ECF No. 1 at 1). Accordingly, plaintiff has not offered any evidence that Delaware “has no substantial relationship to the parties or the transaction.” Taylor, 906 F.Supp. at 294 (emphasis added). Similarly, plaintiff has not argued that “the strong fundamental public policy of [Maryland] precludes the application of the choice of law provision.” Id. In sum, ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.