United States District Court, S.D. Mississippi, Eastern Division
MEMORANDUM OPINION AND ORDER
KEITH STARRETT, District Judge.
For the reasons stated below, the Court grants Plaintiff's Motion for Summary Judgment . The Court will enter a final judgment consistent with this opinion.
This is a contract dispute. Plaintiff is a crossbow manufacturer, and Defendant is a hunting goods distributor. At a trade show in January 2013, the parties agreed that Defendant would purchase 1, 000 crossbows from Plaintiff at a price of $450.00 each. Plaintiff agreed to pay half of the purchase price within thirty days of delivery and the rest by September 1, 2013. Defendant delivered the crossbows, and Plaintiff paid half of the purchase price within thirty days as agreed.
Later that year, Plaintiff's largest secured creditor foreclosed on its assets and sold them to a competing manufacturer, but the creditor retained Plaintiff's accounts receivable. In July 2013, Defendant received a press release from Hunter's Manufacturing Company, Inc., d/b/a TenPoint Crossbow Technologies, announcing its purchase of Plaintiff's assets. Defendant also received notice of a liquidation sale, in which Plaintiff's assets and inventory were being sold at discounted prices. The market price of Plaintiff's crossbows dropped, leaving Defendant unable to sell the crossbows at a profit. Defendant subsequently refused to pay the remaining half of the purchase price due on September 1, 2013.
Plaintiff brought this breach of contract action, claiming that Defendant breached the contract by failing to pay the other half of the purchase price. Defendant asserted counterclaims for breach of contract, claiming that Plaintiff breached a price protection guarantee, a lifetime warranty, and a rebate program. Plaintiff eventually filed a Motion for Summary Judgment , which is ripe for review.
Rule 56 provides that "[t]he court shall grant summary judgment 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); see also Sierra Club, Inc. v. Sandy Creek Energy Assocs., L.P., 627 F.3d 134, 138 (5th Cir. 2010). "An issue is material if its resolution could affect the outcome of the action." Sierra Club, Inc., 627 F.3d at 138. "An issue is genuine' if the evidence is sufficient for a reasonable jury to return a verdict for the nonmoving party." Cuadra, 626 F.3d at 812.
The Court is not permitted to make credibility determinations or weigh the evidence. Deville v. Marcantel, 567 F.3d 156, 164 (5th Cir. 2009). When deciding whether a genuine fact issue exists, "the court must view the facts and the inference to be drawn therefrom in the light most favorable to the nonmoving party." Sierra Club, Inc., 627 F.3d at 138. However, "[c]onclusional allegations and denials, speculation, improbable inferences, unsubstantiated assertions, and legalistic argumentation do not adequately substitute for specific facts showing a genuine issue for trial." Oliver v. Scott, 276 F.3d 736, 744 (5th Cir. 2002).
In Mississippi, a party asserting a breach of contract must prove 1) the existence of a valid and binding contract, and 2) that the opposing party has broken, or breached it. Business Communs., Inc. v. Banks, 90 So.3d 1221, 1224-25 (Miss. 2012). If a party seeks monetary damages as a remedy for a breach of contract, they also "must put into evidence, with as much accuracy as possible, proof of the damages being sought." Id. at 1225.
A. Plaintiff's Breach of Contract Claim
1. The Terms of the Contract
The basic terms of the contract are undisputed. In January 2013, Defendant agreed to purchase 1, 000 crossbows from Plaintiff at a cost of $450.00 per crossbow. Half of the payment was due within thirty days of delivery, and the other half was due by September 1, 2013. Defendant's 30(b)(6) representative admitted those were the basic terms of the contract [43-2]. Plaintiff produced invoices [43-1, 43-5, 43-6, 43-7] and purchase orders [43-3, 43-4] which reflect these terms and were authenticated by affidavit [43-1] and testimony from ...