United States District Court, N.D. Mississippi, Greenville 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, Double Y Farms, Inc. and Richard J. Young, Jr
. For the reasons explained hereafter, summary judgment
is granted in favor of the Plaintiff.
following facts are undisputed: On February 24, 2011,
Defendant Young executed an irrevocable Guaranty Agreement in
favor of Helena for payment of credit extended to Double Y
Farms, a Mississippi corporation, (“Double
Y”). On January 17, 2013, Double Y entered into
a Credit Sales and Services Agreement with Helena Chemical
(“Credit Sales and Services Agreement” or
“CSSA”). In relevant part, the agreement
In consideration of being extended credit, now or in the
future . . . Double Y Farms . . . 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 18: This Agreement shall be governed by Tennessee
law without regard to choice of law rules. . . . 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.
January 23, 2015, Double Y 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 $450, 000, which is
marked through and handwritten in is the figure $275, 000].
The agreement further provides that:
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 July 25, 2015, Double Y's
purchases on credit rose to $348, 570.60. No further
purchases on credit were permitted by Helena thereafter, and
a balance of $335, 817.61 remained owning by Double Y as of
December 15, 2015, the extended terms due date. As of April
5, 2016, just prior to suit being filed by Helena, a balance
of $355, 249.29, plus additional interest, remained unpaid.
Helena brought suit for payment on April 29, 2016. The CSSA
was not attached to the complaint. Only the Extended Terms
Request, Guaranty Agreement, and a payment demand letter
dated March 18, 2016, were attached to the complaint (and
later the amended complaint). In addition to suing Double Y
for the unpaid balance, Helena also sued Young personally as
a guarantor of the balance.
30, 2016, Double Y 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 that Helena had unclean hands, and that Helena
failed to mitigate its damages, which Defendants also
asserted made them subject to set off.
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, Double Y 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, 2016, 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 $275, 000, and that
Double Y exceeded the credit limit. According to Helena,
“there are no facts to support the allegation (made by
Young at the deposition) that Helena's hands were unclean
because it would not extend additional credit to Double Y
(beyond July 2015).” Helena also asserts that because Young
is a guarantor of Double Y's debt, he is personally
liable for the debt sued on.
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 finish the crop year on credit from
Helena, and that 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 $450, 000 which is lined through and beside it the
number $275, 000 is written; 3) that the extended due date is
December 15, 2015, but Helena “called the Note
early”; and 4) that it took time to get additional
credit for the farm year because Helena tortuously interfered
with Double Y's business by telling a competitor that
Double Y owed it money.
does not assert he is not liable pursuant to the Guaranty.
Nor does either Defendant 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 2015
had “always extended my credit to finish the crop, even
sometimes above my credit limit” and 2) an alleged
statement made to Young by an employee of a competitor of
Helena's that Double Y was in debt to Helena-information
Young surmises could only have come from an employee of
reply to the response of Defendants, Helena asserts it had a
contractual right to revoke Double Y's privilege to
purchase on credit at any time pursuant to paragraph 7 of the
CSSA. In addition, there is no claim of tortious interference
of business pled in the answer, and no evidence to support
same if there were. Further, Helena asserts that there is no
claim for breach of the duty of good faith and fair dealing
pled in the answer, and if there were, no viable proof in
support of such claim, or even a breach of contract claim to
which to ...