The opinion of the court was delivered by: David G. Bernthal U.S. Magistrate Judge
Friday, 03 December, 2010 04:24:39 PM
Clerk, U.S. District Court, ILCD
In November 2009, Plaintiff East Lynn Fertilizers, Inc. filed a Second Amended Complaint (#30) against Defendant CHS, Inc., seeking return of a down payment made on an allegedly unenforceable contract. Defendant has filed a cross-claim seeking damages for breach of contract and reimbursement for attorney's fees. Federal jurisdiction is based on diversity pursuant to 28 U.S.C. § 1332. The parties have consented to the exercise of jurisdiction by a United States Magistrate Judge.
In August 2010, Defendant filed CHS' Motion for Summary Judgment (#55), and Plaintiff filed Plaintiff East Lynn Fertilizer, Inc.'s Motion for Summary Judgment Pursuant to Fed. R. Civ. P. 56 and Local Rule 7.1 (#56). Defendant filed CHS' Response to East Lynn's Motion for Summary Judgment and Motion to Strike Improper Statements of Facts (#59), and Plaintiff filed East Lynn's Reply to CHS's Response to East Lynn's Motion for Summary Judgment (#65). Plaintiff filed Response of East Lynn Fertilizer, Inc. to Motion for Summary Judgment of CHS, Inc. (#62). Both parties also filed reply briefs. (#65, #66). After reviewing the parties' pleadings, memoranda, and evidence, this Court GRANTS CHS' Motion for Summary Judgment (#55) and DENIES Plaintiff East Lynn Fertilizer, Inc.'s Motion for Summary Judgment Pursuant to Fed. R. Civ. P. 56 and Local Rule 7.1 (#56).
The following discussion summarizes the facts from the evidence presented by the parties. Plaintiff East Lynn Fertilizer, Inc. (hereinafter "East Lynn") is an Illinois corporation that is engaged in the sale of fertilizer and other agricultural products to local commercial farmers. Mr. Keith Allen has owned and operated the business for the past 30 years. Defendant CHS, Inc. (hereinafter "CHS") is a Minnesota corporation engaged in the bulk sale of farm fertilizers to distributors such as East Lynn. Prior to the present controversy, the parties had an ongoing business relationship for a number of years.
In late July 2008, Mr. Larry Hostetter, an agent for CHS, and Mr. Allen orally negotiated a deal in which East Lynn would purchase 360 tons of anhydrous ammonia for $1,180 per ton for delivery in April 2009. (Pl. Dep., #64, p. 19.) Mr. Hostetter sent Mr. Allen an e-mail confirming these terms and stating "Invoice and contract to follow." (#57-1, p. 17.) A few days later, CHS sent East Lynn a four page document entitled "Crop Nutrient Sales Agreement" (hereinafter "the Sale Agreement"). (#56, p. 2, ¶ 3.) Mr. Allen directed his son to sign "Keith Allen" on the document and mail it back to CHS. (#56, p. 3, ¶ 6.) Mr. Allen also directed his son to make a ten-percent down payment in the amount of $42,800 to CHS. (#56, p. 3, ¶ 7.) Mr. Allen's son followed these directions. Mr. Allen stated in his deposition that his intent at the time was to secure inventories for his customers in the event of a shortage of product the following spring. (Pl. Dep. #64, p. 19.) In directing his son to sign the agreement and make a down payment, Mr. Allen intended to purchase the product. (Pl. Dep. #64, p. 47.)
The signature page of the Sale Agreement states:
Buyer and Seller hereby agree to the terms of this Sale Agreement and the CHS standard Terms and Conditions (Crop Nutrients), which are hereby incorporated into this Sale Agreement. This Sale Agreement will be accepted by Buyer upon the earlier of signature below, acceptance of product, or payment of any amounts owed hereunder. Buyer must notify CHS before any of the above events if it does not agree with a term set forth herein.
(#26-1, p. 1.) As previously indicated, Mr. Allen's son signed this page "Keith Allen." Though there is a signature line on the page for CHS, CHS did not sign the Sale Agreement here and the line is blank. After East Lynn returned the Sale Agreement to CHS, CHS filed it and did not sign it. (#56-2, p. 4.)
By November 2008, the market price for anhydrous ammonia had dropped significantly compared to the price established in the Sale Agreement. Mr. Allen e-mailed Mr. Hostetter seeking ...