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L.B. Foster Co. v. Tie and Track Systems

March 31, 2009

L.B. FOSTER CO., PLAINTIFF,
v.
TIE AND TRACK SYSTEMS, INC., DEFENDANT.



The opinion of the court was delivered by: Magistrate Judge Maria Valdez

MEMORANDUM OPINION AND ORDER

This diversity action premised upon breach of an alleged contract is before the Court on the parties' cross-motions for summary judgvment pursuant to Federal Rule of Civil Procedure ("Rule") 56. The parties have consented to the jurisdiction of the United States Magistrate Judge pursuant to 28 U.S.C. § 636(c). For the reasons that follow, Defendant Tie & Track Systems, Inc.'s ("Tie & Track") motion [Doc. No. 30] is granted, and Plaintiff L.B. Foster Co.'s ("L.B. Foster") motion [Doc. No. 40] is denied.

FACTS

The following facts are either undisputed or are deemed admitted due to a party's failure to comply with Local Rule 56.1, which this Court strictly enforces. Tie & Track is an Illinois corporation with its principal place of business in the Northern District of Illinois. (LR 56.1(a)(3) ¶ 1.) L.B. Foster is a Pennsylvania corporation with its principal place of business in Pennsylvania. (Id. ¶ 2.)

On or about July 17, 2006, L.B. Foster received from Lake Charles Harbor and Terminal District a "Bid Package" for steel ties and related railroad products.*fn1 (Id. ¶ 3.) On or about August 2, 2006, L.B. Foster invited Tie & Track to submit pricing for the Lake Charles Harbor and Terminal District project (the "Lake Charles Project"). (Id. ¶ 4.) The e-mail stated: "Alan, here is the bid package. Pls [sic] let us know asap if you will be pricing this job. We plan on submitting our bid this PM via overnite [sic] courier." (Id. Ex. 1.B.)

On or about August 11, 2006, Alan Briggs of Tie & Track e-mailed David Sprinkle of L.B. Foster with a price quote for steel ties. (Id. ¶ 5.) This e-mail stated: "I have been out of the country for the last week, but, during that period, our people have been looking at the cost structure to check our prices. Following my e-mail to you on August 2nd,*fn2 I have used the same format and would like to submit the following revised prices." (Id. Ex. 1.C.) After listing the prices for nine types of railroad ties, the Briggs e-mail continues: "The above prices are delivered/Terms of Payment -- to be agreed/Delivery -- To be agreed/We hope you are successful with your bid. If you require additional information please call." (Id. ¶ 6, Ex. 1.C.) Tie & Track never submitted a formal bid to L.B. Foster for the Lake Charles Project. (Id. ¶ 16.)

At no time did the parties negotiate terms of payment, and the parties never agreed on any terms for payment pertaining to Tie & Track's price quote. (Id. ¶¶ 7, 10.) At no time did the parties have any discussions, oral or written, regarding terms of delivery, and the parties never agreed on any delivery terms pertaining to Tie & Track's price quote. (Id. ¶¶ 8, 11.) Tie & Track never proffered any payment terms or delivery dates, and no payment terms or delivery dates were refused by L.B. Foster. (LR 56.1(b)(3)(C) ¶¶ 8-9.)

L.B. Foster submitted a bid on the Lake Charles Project, which included the prices quoted by Tie & Track. (Id. ¶ 4.) On August 18, 2006, L.B. Foster verbally notified Tie & Track that a portion of L.B. Foster's bid had been accepted by Lake Charles Harbor and Terminal District. (LR 56.1(a)(3) ¶ 17.) Only three of the nine items listed in Tie & Track's August 11, 2006 price quote were "accepted" by Lake Charles Harbor and Terminal District. (Id. ¶ 18.) L.B. Foster demanded that Tie & Track provide the three items of materials, but Tie & Track refused to deliver the items at the prices listed in the price quote. (Id. ¶ 19; LR 56.1(b)(3)(C) ¶ 7.) L.B. Foster ultimately paid Lake Charles Harbor and Terminal District $71,915.54 rather than imposing a penalty on its bid bond, and L.B. Foster also claims to have lost certain profits from the loss of its bid.*fn3 (LR 56.1(b)(3)(C) ¶ 11.)

DISCUSSION

L.B. Foster's suit alleges it suffered damages by Tie & Track's failure to supply the three categories of steel ties it orally accepted on August 18 and seeks relief under theories of breach of contract and promissory estoppel. Tie & Track argues that L.B. Foster's breach of contract claim fails because no contract was formed between the parties; L.B. Foster has not proved the necessary elements in support of its promissory estoppel claim; and both claims are barred by the Illinois statute of frauds.

A. SUMMARY JUDGMENT STANDARD

Summary judgment is appropriate where "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). In deciding on a motion for summary judgment, "[t]he evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in his favor." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). In response to "a properly supported motion for summary judgment," the non-movant "must set forth specific facts showing that there is a genuine issue for trial." Id. at 250 (internal quotations omitted); see also Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986) (holding that the non-movant "must do more than simply show that there is some metaphysical doubt as to the material facts").

The party opposing summary judgment must offer admissible evidence in support of his version of events, and hearsay evidence does not create a genuine issue of material fact. McKenzie v. Ill. Dep't of Transp., 92 F.3d 473, 484 (7th Cir. 1996). In addition, "[c]onclusory allegations and self-serving affidavits, without support in the record, do not create a triable issue of fact," Hall v. Bodine Elec. Co., 276 F.3d 345, 354 (7th Cir. 2002), and affidavits or depositions based on speculation, rumor, or conjecture are not sufficient ...


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