United States District Court, N.D. Mississippi, Oxford Division
ORDER GRANTING MOTION FOR SUMMARY JUDGMENT
M. Virden UNITED STATES MAGISTRATE JUDGE
matter is before the Court on the motion of the Plaintiff
Helena Chemical Company for summary judgment against the
Defendants . For the reasons explained hereafter, summary
judgment is granted in favor of the Plaintiff.
following facts are undisputed: On January 23, 2015, R&E
Farms, a partnership, entered into a Credit Sales and
Services Agreement with Helena Chemical (“Credit Sales
and Services Agreement” or “CSSA”). In
relevant part, the agreement provides:
In consideration of being extended credit, now or in the
future . . . R&E Farms Ptr . . . agrees as follows: . . .
Paragraph 6: . . . the purchaser shall be responsible for the
payment of all costs of collection incurred by Helena,
including expenses and reasonable attorney's fees . . .
Paragraph 7: Helena may, at any time, revoke the
purchaser's privilege of purchasing on credit with
respect to future purchases of Products or Services . . .
Paragraph 17: This Agreement shall be governed by Tennessee
law without regard to choice of law rules. Paragraph 18: In
the event that the terms of this Agreement conflict with the
terms of any other document or agreement between Helena and
purchaser, the terms of this Agreement shall control. . . .
Paragraph 19: All provisions under this agreement, including
but not limited to, the provisions of paragraphs 2 and 3
above, and the foregoing conditions of sale and limitations
of warranty, liability, and remedies, may be varied or waived
only by agreement in writing signed by a credit manager,
director of credit, or an officer of Helena.
same date, R&E Farms executed an Extended/Future Terms
Request - Variable Prime Plus. The Extended Terms request
provides the Extended Terms due Dated: [handwritten in this
blank is the date 12-15-15] and Extended terms credit limit:
[handwritten in this blank is the number $375, 000, which is
marked through and handwritten in is the figure $225, 000].
The agreement further provides that:
Any amount owed for products and services covered by this
Extended Terms Request which is not paid and credited to
purchaser's account (“Extended Terms Open
Balance”) within the aforesaid timeframe shall be
assessed a Finance Charge. . . . This Extended Terms Request
shall not be binding on either party until executed by the
Division Credit Manager, and at such time the undersigned
purchaser agrees that the terms hereof shall apply only to
the purchases of products and services identified above.
Except as expressly amended or modified in this Extended
Terms Request, the terms of the Credit Sales and Services
Agreement or Credit Sales Agreement, as applicable, between
Helena and purchaser shall remain in full force and
Extended Terms Request was approved by the Division Credit
Manager on February 6, 2015. On June 26, 2015, R&E's
purchases on credit rose from $224, 690.28 to $227, 974.28.
No further purchases on credit were permitted by Helena
thereafter, and a balance of $227, 277.47 remained owning by
R&E as of December 15, 2015, the extended terms due date.
April 5, 2016, just prior to suit being filed by Helena, a
balance of $237, 616.84, plus additional interest, remained
unpaid. Helena brought suit for payment on April 29, 2016.
The extended terms request was not attached to the complaint.
Only the CSSA and a payment demand letter dated March 18,
2016, were attached to the complaint (and later the amended
complaint). In addition to suing R&E Farms for the unpaid
balance, Helena also sued Young, a partner in R&E,
personally for the balance.
30, 2016, R&E and Young answered the amended complaint.
Answer . Neither denied incurring and owing the invoices
sued on, but they argued variously that they were entitled to
a credit in an unstated amount. Specifically, Defendants
asserted Helena had unclean hands; Helena failed to mitigate
its damages, which Defendants also asserted made them subject
to set off; and that Young was not personally a party to the
Management Order was entered setting an amendments deadline
of October 3, 2016; discovery deadline of November 18, 2016;
and motions deadline of December 7, 2016. Case Management
Order . On November 7, 2016, R&E moved to extend the
discovery deadline until January 19, 2017, and the
dispositive motions deadline to February 6, 2017. Motion to
Extend CMO Deadlines . The motion was granted by text
only order on that same day.
December 6, 2017, Helena filed a motion for summary judgement
. In its memorandum in support of the motion , Helena
asserts that the credit limit pursuant to the Extended Terms
Agreement attached to the motion was $225, 000, and that
R&E exceeded the credit limit. According to Helena,
“there are no facts to support the allegation (made by
Young at deposition) that Helena's hands were unclean
because it would not extend additional credit to R&E
(beyond June 26, 2015).” Helena also asserts that because
Young is a partner of R&E, a Mississippi partnership,
under Miss. Code Ann. § 79-13-306, he is personally
liable for the partnership's debts.
January 10, 2017, Defendants filed a memorandum in response
to the motion for summary judgment . In the memo,
Defendants assert that Helena had, in the normal course of
business during past farm years “allowed Mr. Young and
or his various entities to exceed limits of credit at various
times . . . (and) because it did not do so on this occasion
Mr. Young was forced to procure financing
elsewhere.” Defendants contend this procurement of
financing took two weeks in the middle of the crop year.
This, Defendants contend, lowered the revenue from his crops
in some unspecified amount. Though scattered, Defendants
argue in their opposition response 1) that the duty of good
faith and fair dealing obligated Helena to continue allowing
them to purchase on credit until the crop year had been
completed; 2) that the extended terms credit limit contains
first the number $375, 000 which is lined through and beside
it the number $225, 000 is written; 3) that the extended due
date is December 15, 2015, but Helena “called the Note
early”; and 4) that it took two weeks to get
additional credit for the farm year because Helena tortuously
interfered with R&E's business by telling a
competitor that R&E owed it money.
does not assert he is not liable as a matter of statute for
the partnership debts in the response, nor does he offer any
evidence of a Note, or that any such alleged note was called
prior to December 15, 2015. All that Defendants offer as
evidence in support of their opposition to the summary
judgment motion is the Extended Terms Agreement and an
affidavit of Defendant Young in which he asserts 1) that
Helena in the years prior to 2014 had “always extended
him credit to finish his crop, even sometimes above my credit
limit” and 2) an alleged statement made to Young