The opinion of the court was delivered by: PETER K. LEISURE
This is an action on a debt. Plaintiff is Bay State Milling Company ("Bay State"), a Massachusetts corporation with its principal place of business in Quincy, Massachusetts. Defendant is Terranova Bakers Supplies Corporation ("Terranova Bakers"), a New York corporation with its principal place of business in Bronx, New York. Bay State seeks to recover for goods that Bay State sold to Terranova Bakers on credit. The amount in controversy exceeds $ 50,000 exclusive of interest and costs. This Court has subject matter jurisdiction based on diversity of citizenship pursuant to 28 U.S.C. § 1332.
Bay State has moved for summary judgment. For the reasons stated below, the motion is granted in part and denied in part.
Throughout much of the 1980's, Bay State sold flour goods to Terranova Bakers on credit, and Terranova Bakers worked as bulk transfer agent for Bay State.
By 1989, Terranova Bakers had fallen approximately $ 600,000 behind in its payments to Bay State; however, by November 1991, Terranova Bakers had reduced its indebtedness to $ 334,546.35.
Bay State filed this action in December 1992, seeking to recover the amount of Terranova Bakers' alleged indebtedness to Bay State. Terranova Bakers in turn filed two counterclaims. The first of these alleges that Bay State fraudulently induced Terranova Bakers to enter into the Repayment Agreement. The second alleges that Bay State breached the Repayment Agreement when it terminated Terranova Bakers' services as a bulk transfer agent.
Bay State argues that it is entitled to summary judgment on the full amount of Terranova Baker's alleged indebtedness or, in the alternative, on those payments that have come due to date pursuant to the Repayment Agreement.
"Summary judgment may be granted if, upon reviewing the evidence in the light most favorable to the non-movant, the court determines that there is no genuine issue of material fact and that the movant is entitled to judgment as a matter of law." Richardson v. Selsky, 5 F.3d 616, 621 (2d Cir. 1993). In deciding the motion, "the court is required to draw all factual inferences in favor of the party against whom summary judgment is sought." Balderman v. U.S. Veterans Administration, 870 F.2d 57, 60 (2d Cir. 1989). "Only when no reasonable trier of fact could find in favor of the nonmoving party should summary judgment be granted." Cruden v. Bank of New York, 957 F.2d 961, 975 (2d Cir. 1992); accord Taggart v. Time, Inc., 924 F.2d 43, 46 (2d Cir. 1991).
The party seeking summary judgment "bears the initial responsibility of informing the district court of the basis for its motion" and identifying the materials in the record that "it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986). Once a motion for summary judgment is properly made and supported, however, the burden shifts to the nonmoving party to "'set forth specific facts showing that there is a genuine issue for trial.'" Anderson v. Liberty Lobby, Inc. 477 U.S. 242, 250, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986) (quoting Fed. R. Civ. P. 56(e)).
In a dispute involving a contract's meaning, summary judgment may be granted if the contract's language is plain and unambiguous. Brass v. American Film Technologies, Inc., 987 F.2d 142, 148 (2d Cir. 1993); Seiden Assoc., Inc. v. ANC Holdings, Inc., 959 F.2d 425, 428 (2d Cir. 1992). A contract's language is unambiguous if there is no reasonable basis for a difference of opinion'" as to the contract's meaning. Hunt Ltd. v. Lifschultz Fast Freight, Inc., 889 F.2d 1274, 1277 (2d Cir. 1989) (quoting Breed v. Insurance Co. of North America, 46 N.Y.2d 351, 355, 413 N.Y.S.2d 352, 385 N.E.2d 1280 (1978)).
Bay State first argues that it is entitled to summary judgment on the full amount of Terranova Bakers' alleged indebtedness because, as a matter of law, Bay State's right to repayment arises out of Terranova Bakers' acceptance of the flour goods, not out of the Repayment Agreement. This argument posits that Terranova Bakers became indebted to Bay State when it accepted goods from Bay State and that Bay State received no consideration for entering into the Repayment Agreement. Given these premises, the argument concludes, the Repayment Agreement is not the source of Bay State's right to repayment, pursuant to the pre-existing duty rule, ...