The opinion of the court was delivered by: BARRINGTON D. PARKER, JR.
BARRINGTON D. PARKER, JR., U.S.D.J.
This action for malpractice and fraud is before the court on the Defendant's motion for partial summary judgment, pursuant to Rule 56(b) of the Federal Rules of Civil Procedure. The Plaintiff, Industrial Recycling Systems, Inc. ("Indrec"), filed suit seeking damages for alleged fraud and malpractice in relation to the engineering services rendered by the Defendant, Ahneman Associates, P.C. ("Ahneman"), in connection with the closing of a landfill operated by Indrec ("the landfill").
Ahneman counterclaimed, seeking the balance owed for its engineering services. Ahneman has moved for partial summary judgment to determine the enforceability of a contract, dated January 22, 1992 ("1992 Agreement"), in which Indrec agreed that it was satisfied with Ahneman's services and had no dispute with the amount billed for those services. Ahneman claims that the 1992 agreement is valid and was mutually bargained for. Indrec claims that the 1992 agreement is voidable because it was executed under duress.
On May 11, 1989, the New York State Department of Environmental Conservation ("NYSDEC") ordered Indrec to submit a closure plan for the landfill after finding that it discharged leachate into state waters. The closure plan was part of a plea arrangement between NYSDEC and the president of Indrec, Robert T. Liguori ("Liguori"), who pled guilty to a misdemeanor for the leachate discharge. NYSDEC held Liguori personally responsible for the closure's consummation. The closure plan was to be submitted by February 28, 1990, and final closure of the landfill was to be completed by October 1, 1990. Indrec's closure plan deadline was extended by NYSDEC first to February 21, 1991, after an initial closure plan it submitted was rejected in May 1990, and at other times thereafter until June 1992.
In December of 1991, following other attempts at negotiation, Ahneman forwarded Indrec a draft of the 1992 Agreement in which Indrec agreed that it was satisfied with Ahneman's services and had no dispute with the amount billed for those services. Indrec claims that at that time it only knew that Ahneman's bills were excessive, but was unaware of the extortion, over-charging, and double billing practices engaged in by Ahneman -- practices which are now the basis of its malpractice suit.
On January 22, 1992, both parties signed the 1992 Agreement. Indrec claims that it signed the 1992 Agreement under duress because Liguori feared criminal prosecution by NYSDEC for failing to comply with his plea agreement. Indrec claims that Ahneman knew of Liguori's potential criminal liability for failure to close the landfill and took advantage of this predicament by wrongfully threatening to "walk off the job" just before a February 13, 1992 deadline. For this reason, Indrec claims the 1992 Agreement is voidable for duress.
Ahneman claims that Indrec's duress defense fails for two reasons. (1) Once Indrec had defaulted on its monthly payments under the 1990 agreement, Ahneman had a contractual right to terminate its services, and therefore any threat to discontinue them was not wrongful. (2) Indrec has not shown that the circumstances permitted it no other alternative but to sign the 1992 Agreement. In addition, Ahneman claims that even if the 1992 Agreement were voidable for duress, Indrec ratified it by accepting the benefits of Ahneman's services for seven months after its execution.
A. Standard for Summary Judgement
Rule 56(c) of the Federal Rules of Civil Procedure authorizes summary judgment if:
the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.
The court's responsibility is to perform "the threshold inquiry of determining whether there is the need for a trial -- whether, in other words, there are any genuine issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party." McNeil v. Aguilos, 831 F. Supp. 1079, 1082 (S.D.N.Y. 1993), quoting ...