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Natural Polymer International Corp. v. The Hartz Mountain Corp.

United States District Court, E.D. Texas, Sherman Division

November 18, 2019

NATURAL POLYMER INTERNATIONAL CORPORATION
v.
THE HARTZ MOUNTAIN CORPORATION

          MEMORANDUM OPINION AND ORDER

          AMOS L. MAZZANT, UNITED STATES DISTRICT JUDGE.

         Pending before the Court is Defendant The Hartz Mountain Corporation's Motion for Summary Judgment (Dkt. #28). Having considered the motion and the relevant pleadings, the Court finds that the motion should be granted.

         BACKGROUND

         On August 22, 2018, Plaintiff Natural Polymer International Corporation filed its Original Petition in the 366th Judicial District Court of Collin County, Texas (Dkt. #1-1). On September 21, 2018, Plaintiff removed the case to this Court, asserting diversity jurisdiction under 28 U.S.C. § 1332 (Dkt. #1).[1] Pursuant to the Court's Order and Advisory, Plaintiff filed an Amended Complaint on October 25, 2018 (Dkt. #4; Dkt. #6).

         Plaintiff alleges in its Amended Complaint that it is a manufacturer of natural pet treats (Dkt. #6 ¶ 9). In 2016, Plaintiff claims it “entered into a business relationship with Defendant whereby (i) Defendant would seek certain products and services from [Plaintiff], (ii) [Plaintiff] would provide certain products and services, and (iii) Defendant would pay [Plaintiff] for the products and services provided.” (Dkt. #6 ¶ 10). The products and services referred to by Plaintiff includes: “(i) the sourcing of quality raw materials, (ii) the manufacture of pet treats, (iii) the sourcing of packaging materials, and (iv) the packaging and shipment of pet treats.” (Dkt. #6 ¶ 11).

         In April 2017, Plaintiff claims that Defendant requested “certain products and services” pursuant to the parties' business relationship (Dkt. #6 ¶ 18). To fulfil Defendant's requests, Plaintiff allegedly “incurred significant costs by acquiring quality raw materials and packaging materials to satisfy the requests made by Defendant . . .” (Dkt. #6 ¶ 19). After Plaintiff incurred these costs, Defendant canceled its requests in May of 2017 (Dkt. #6 ¶ 20).

         Plaintiff alleges a breach-of-contract claim and, in the alternative, claims for promissory estoppel and quantum meruit against Defendant (Dkt. #6 ¶¶ 25-41). In addition to other requested damages, Plaintiff seeks to recover its attorney's fees and costs related to prosecuting this suit (Dkt. #6 at p. 7). On July 19, 2019, Defendant filed its Motion for Summary Judgment (Dkt. #28). Plaintiff filed a response in opposition to the motion on August 9, 2019 (Dkt. #30). Defendant filed a reply in support of the motion on August 16, 2019 (Dkt. #31).

         Complicating matters, the parties disagree about what contract or contracts are relevant to Plaintiff's breach-of-contract claim. Plaintiff argues that three contracts exist between the parties and that there is a genuine issue of material fact concerning whether Defendant is liable for breach under all of them (Dkt. #30 at pp. 10-14). Plaintiff alleges that these three contracts are: (1) a November 2016 memorialization of an oral agreement (“Contract One”); (2) seven purchase orders that Defendant placed in April 2017 with identical terms and conditions attached (“Contract Two”); and (3) a “Master Supply Agreement” executed in August of 2017 (“Contract Three”) (Dkt. #30 at pp. 10-14). But Defendant submits that only Contract Two governs the parties' obligations in this litigation (Dkt. #28 at pp. 14-18). The Court outlines the essential contents from each of the three ostensible contracts below:

         I. Contract One

         Contract One is a November 10, 2016, email sent from one of Plaintiff's employees to one of Defendant's employees (Dkt. #30-1 ¶ 5; Dkt. #30-2). The email purports to recap an earlier phone conversation between the parties. The relevant terms are as follows:

- [Defendant] requested certain raw materials that are not stock items for [Plaintiff].
- [Defendant] will be responsible for these materials, which will be identified by [Plaintiff], and will buy them if the project is canceled, if the materials go out of date, or if any materials are left after 12 months from the date of purchase.

(Dkt. #30-2).

         II. Contract Two

         Contract Two consists of seven purchase orders placed by Defendant in April 2017 with identical terms and conditions attached (Dkt. #28 at p. 10; Dkt. #28, Exhibits 1-7). The purchase orders were signed by Defendant, and each order stated that it was “subject to the General Terms and Conditions set forth below and to any other master agreement which are [sic] incorporated herein as part of this contract” (Dkt. #28, Exhibits 1-7). Both parties agree that Contract Two contains a valid New Jersey choice-of-law clause (Dkt. #28 at p. 13; Dkt. #30 at p. 10). The relevant terms from the General Terms and Conditions attached to each purchase order are as follows:

         1. ACCEPTANCE:

. . .
- Acceptance of this offer is limited to acceptance on the terms and conditions of this offer and on no other terms and conditions; provided that, this Order shall be subject to the terms and conditions of any Master Purchase Agreement that may be in place between [Defendant] and [Plaintiff] (hereinafter an “MSA”).
- Fulfillment of any part of an Order, or any other conduct by [Plaintiff] which recognizes the existence of a contract pertaining to the subject matter of such Order, shall constitute acceptance by [Plaintiff] of such Order and all of the terms and conditions included or referenced herein, including any MSA (collectively, the “Contract Terms”).
- [Defendant] objects to any terms proposed in [Plaintiff's] proposal, sales note, acknowledgment or other form of acceptance of [Defendant's] offer which add to, vary from, or conflict with the Contract Terms. Any such proposed terms shall be void and the Contract Terms constitute the complete and exclusive statement of the terms and conditions between [Plaintiff] and [Defendant].
. . .
- If an Order has been issued by [Defendant] in response to [Plaintiff's] offer and if any of the Contract Terms add to, vary from or conflict with any terms of [Plaintiff's] offer, then the issuance of the Order by [Defendant] shall constitute an acceptance of [Plaintiff's] offer subject to the express conditions that [Plaintiff] assents to the additional, different and conflicting Contract Terms and acknowledges that the Order and these Contracts Terms constitutes the entire agreement between [Plaintiff] and [Defendant] with respect to the subject matter hereof and the subject matter of [Plaintiff's] offer. [Plaintiff] shall be deemed to have so assented and acknowledged unless [Plaintiff] notifies [Defendant] to the contrary in a writing signed by [Plaintiff's] authorized representative within ten (10) working days of receipt of the Order.
. . .
13. ORDER CANCELLATION:
(a) [Defendant] may terminate all (or any portion) of this Order for its sole convenience at any time by written or electronic notice to [Plaintiff], which termination shall be effective upon receipt, or upon such other date as may be specified in such notice. Upon receipt, [Plaintiff] shall cease any further work in regards to such Order as specified in such notice. [Defendant] shall pay for any ...

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