ORDER GRANTING IN PART & DENYING IN PART PLAINTIFFS' MOTION FOR SUMMARY JUDGMENT
WOODS, District Judge.
This matter having come before the Court on Plaintiffs' motion for summary judgment on Counts I, II, III and VI of Plaintiffs' complaint and on Defendants' counter-complaint [Document No. 114];
The Court having reviewed the pleadings submitted herein, and being otherwise fully informed in the matter;
IT IS HEREBY ORDERED that Plaintiffs' motion for summary judgment, relating to Plaintiffs' breach of contract and guaranty claims (Counts I and III), shall be, and hereby is, GRANTED IN PART, as Defendants, jointly and severally, are obligated to pay for the petroleum products they received, and DENIED IN PART, as a genuine issue of material fact exists with respect to whether $574,098.93 of the total amount is owed;
Plaintiffs' motion for summary judgment with respect to their fraud claim (Count VI) shall be, and hereby is, DENIED;
Plaintiffs' motion for summary judgment on Count II of Defendants' counterclaim, alleging tortious interference of business relationship, shall be, and hereby is, GRANTED as unopposed; and
Plaintiffs' motion for summary judgment on Count I of Defendants' counterclaim, alleging a violation of the Petroleum Marketing Practices Act, 15 U.S.C. §§ 2801-2841, shall be, and hereby is, GRANTED IN PART, to the extent that Defendants seek recovery under 15 U.S.C. § 2802(b)(2)(E)(iii)(II) because the uncontroverted facts establish that recovery is not warranted on that ground;
The remainder of Plaintiffs' motion for summary judgment on Defendants' PMPA counterclaim is DENIED, without prejudice.
I. BACKGROUND
On May 14, 1997, Plaintiffs PDV Midwest Refining LLC ("PDV") and CITGO Petroleum Corporation ("CITGO") filed an eight-count verified complaint alleging that Defendant corporation Armada Oil and Gas Company ("Armada") and individual Defendants Allie Berry ("Berry"), Ali Jawad ("Jawad") and Sam Haddas ("Haddas") obtained petroleum products through fraudulent means and failed to pay for over $3 million worth of petroleum products. Subsequently, on July 3, 1997, Defendants filed a counterclaim and third-party complaint alleging that both Plaintiffs and Third-Party Defendants UNO-VEN Company (hereinafter "UNO-VEN") and Union Oil Company of California (hereinafter "Unocal") violated the Petroleum Marketing Practices Act, 15 U.S.C. § 2801 et seq., and Plaintiff CITGO and Third-Party Defendant Knight Enterprises, Inc., interfered with Defendants' business expectations and relationships.
Individual Defendant Jawad purchased Armada, which operated as an unbranded gasoline distributor, or "jobber," in 1982.
On April 18, 1997, Plaintiff CITGO sent a letter to all UNO-VEN distributors, including Armada, indicating that as of May
Subsequently, on April 30, 1997, UNO-VEN sent a letter to Berry, reiterating the facts supplied in CITGO's earlier letter. Additionally, UNO-VEN explained:
Ex. B(3).
In response to the letters sent by CITGO and UNO-VEN, Armada sent a memorandum to its customers indicating that Armada's franchise agreement with UNO-VEN was terminated on May 1, 1997, not the May 1, 1998, date provided in CITGO's and UNO-VEN's letters. See Ex. D, Berry dep. at 56-59 & memo attached as D(2). Armada also expressed that:
Ex. D(2) (emphasis in original).
The parties do not dispute that subsequent to April 18, 1997, but before CITGO began administering UNO-VEN's Agreement, Armada continued to acquire petroleum products through UNO-VEN's distribution terminals. Plaintiffs contend that between April 14 and April 30, Armada had conducted several hundred transactions, but failed to honor the eleven electronic transfer drafts submitted by UNO-VEN. See Galloway Decl. at ¶ 4 & Ex. C(2). Plaintiffs contend that during this period, Armada purchased and failed to pay for products in the amount of $2,412,657.82. Id. After May 1, 1997, when CITGO began administering the Agreement, Armada continued to acquire petroleum products and continued to refuse payment for the electronic fund transfer drafts submitted by CITGO, in the amount of $652,729.31. See Galloway Decl. at ¶¶ 7-8 & Ex. C(5). After May 7, 1997, CITGO supplied petroleum "on a cash-on-delivery basis only." Galloway Decl. at ¶ 11. Plaintiffs have demanded payment for all of the purchases from both Armada and individual Defendants under the Guaranty. Defendants dispute the precise amount that is due, but admit that they have not proffered payment for these purchases.
Currently before this Court is Plaintiffs' motion for summary judgment on Counts I, II, III, and VI of their complaint, and both counts of Defendants' counter-complaint.
II. LEGAL STANDARD
Rule 56 mandates the entry of summary judgment if all the evidence shows 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. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The moving party has the burden of showing that there is an absence of evidence to support the nonmoving party's case. Id. at 325, 106 S.Ct. 2548. Thus, this Court determines "whether the evidence presents sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Terry Barr Sales Agency, Inc. v. All-Lock Co., Inc., 96 F.3d 174, 178 (6th Cir.1996) (citations omitted). This Court does not weigh the evidence but determines whether there is a genuine issue for trial, viewing the record as a whole and viewing all the facts in a light most favorable to the nonmoving party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 578, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).
In order to avoid summary judgment, the opposing party must have set out sufficient evidence in the record to allow a reasonable jury to find for him at trial. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "[A] party opposing a properly supported motion for summary judgment may not rest on mere allegations or denials of his pleading, but must set forth specific facts showing that there is a genuine issue for trial." Id. at 256, 106 S.Ct. 2505. Summary judgment is appropriate if the evidence favoring the nonmoving party is merely colorable or is not significantly probative. City Management Corp. v. United States Chem. Co., 43 F.3d 244, 254 (6th Cir.1994).
III. DISCUSSION
A. Count I—Breach of Contract
Plaintiffs currently seek $3,065,387.13 against Defendant Armada for failure to pay for petroleum products supplied to Defendants under the parties' Agreement. See Galloway Decl. at ¶ 9.
Plaintiffs assert, and Defendants do not disagree, that Plaintiffs must show the following to establish a breach of contract under Illinois law: "[the existence of] a valid contract, plaintiff's performance, defendant's breach and damages." CGE Ford Heights, L.L.C.L. v. Miller, 306 Ill.App.3d 431, 239 Ill.Dec. 477, 714 N.E.2d 35, 41 (1999) (citing Elson v. State Farm Fire & Cas. Co., 295 Ill.App.3d 1, 6, 229 Ill.Dec. 334, 691 N.E.2d 807, 811 (1998)).
It is undisputed that the Agreement between UNO-VEN and Armada was valid and enforceable, and that UNO-VEN assigned the Agreement to PDV. It is also undisputed that PDV retained CITGO to administer the Agreement. Further, Armada admits that it accepted, but did not pay for, these petroleum products. See Defs.' Br. at 13. It is clear, therefore, that Armada is obligated to pay under the Agreement.
Defendants alternatively argue that summary judgment is not appropriate because Plaintiffs misstate the amount due. Defendants contend that Plaintiffs overstate
Defendants first contend that Plaintiffs failed to credit $234,961.76 in credit card sales. See Defs.' Ex. B, Berry Aff. at ¶ 17. Defendants failed to produce evidence other than Berry's and Zqaihi's conclusory statements. Although Zqaihi asserts that her conclusion was derived "as a result of [an] examination [of] Plaintiffs' documentation," Defs.' Ex. L, Zqaihi Aff. at ¶ 8, Defendants do not reveal how they came to this conclusion, or identify the portion of Plaintiffs' documents that supports their claim. Although Defendants' evidence is not sufficient to support summary judgment in their favor, it is sufficient to create a fact issue precluding Plaintiffs' request for summary judgment as to the $234,961.76 that Defendants claim Plaintiffs failed to credit.
Defendants next contend that they have contested two charge backs totaling $47,142.55, and argue that this amount should not be included. See Berry Aff. at ¶ 12; and Defs.' Ex. N, Statement of Account. It appears that the charge backs either represent sales that were prohibited by the credit card agreement or charges that were not paid by the ultimate credit card user. See Defs.' Ex. I, Galloway dep. at 22; Galloway Supp.Decl. at ¶ 5. Defendants disagree. It is equally unclear whether the time for making a charge back expired. See Galloway dep. at 23-24. Thus, a material fact question remains with respect to whether Defendants are obligated to pay this $47,142.55 in charge backs under the parties' Agreement.
Defendants also contend that they are entitled to credits under the market incentive program for the last three quarters of 1997, from April 1997 through March 1998, and also for April 1998. Specifically, Defendants assert that they are entitled to credits in the amount of $225,712.32 and $10,423.30 respectively, under the market incentive program. See Berry Aff. at ¶ 14. Plaintiffs counter that Defendants were not eligible for incentives for either time period because Defendants did not meet the threshold purchase volumes. See Galloway Supp.Decl. at ¶ 6. Plaintiffs neither identify the volumes required nor produce evidence illustrating that this volume was not met. Thus, the dispute, on the current record, can be resolved only by assessing the credibility of the witnesses. The Court cannot engage in such findings on summary judgment. See Matsushita, 475 U.S. at 578, 106 S.Ct. 1348.
In their brief, Defendants last contend that they are entitled to $55,859 for shared revenue advertising expenses. Plaintiffs contend, however, that Defendants never submitted the appropriate documentation in order to obtain reimbursement. See Galloway Supp.Decl. at ¶ 7. From these submissions, however sparse they may be, it is clear that the Court cannot resolve this issue on summary judgment.
In sum, although Defendants fail to establish that they are entitled to summary judgment on the amount they allege constitutes an overcharge, they have produced sufficient evidence to create a genuine issue of material fact with respect to the contested amounts only. Thus, in order to resolve the dispute, the Court would be required to engage in credibility findings. Because this issue can be resolved only by assessing the credibility of the witnesses and by weighing the evidence, it must be decided by the trier of fact at trial and not by this Court on a motion for summary judgment. See Matsushita, 475 U.S. at
B. Count II—Quantum Meruit
Count II of Plaintiffs' complaint seeks recovery against Defendant Armada for the $3,312,196.07 in petroleum products received by Armada under the theory of quantum meruit. The Court's finding above, that Plaintiffs are entitled to recover under the parties' contract, disposes of their quantum meruit claim: "Illinois does not permit recovery on a theory of quasi-contract when a real contract governs the parties' relations." Murray v. Abt Associates, Inc., 18 F.3d 1376, 1379 (7th Cir.1994) (applying Illinois law) (internal citations omitted). The Court has ruled above that Defendants are obligated under the contract. Therefore, Plaintiffs are not entitled to recovery under a theory of quantum meruit, and the Court thus denies Plaintiffs' motion for summary judgment on this count.
C. Count III—Guaranty
Plaintiffs also contend that they are entitled to summary judgment against the individual Defendants for the amounts owed, because the individual Defendants executed a Guaranty providing that they "jointly and severally, unconditionally agree to pay to UNO-VEN such sum or sums of money ... become due to UNO-VEN...." Ex. B(2). The Guaranty explicitly specifies that it "inure[s] to the benefit of and be binding upon the ... successors and assigns of UNO-VEN." Id.
Defendants first argue that the 1990 Guaranty was released. Defendants suggest that because the Guaranty was not "reaffirmed" when Defendants renewed their Agreement with UNO-VEN in 1995, the Guaranty did not continue. Although the Guaranty specified that it could be terminated at any time, the Guaranty explicitly requires that Defendants must provide:
Id. Accordingly, under the explicit terms of the Guaranty, there was no requirement that Defendants reaffirm the 1990 Guaranty in order for it to remain effective.
Defendants next contend that even if the Guaranty was not released, it should be disregarded. Notwithstanding the plain language of the Guaranty, Defendants argue that the Guaranty limited Defendants' total liability to $250,000. Defendants arrive at this figure by subtracting the $500,000 letter of credit from the $750,000 line of credit which was provided at the time the Agreement was entered. Neither the language of the Guaranty nor any pertinent case law supports such a strained reading. Indeed, Defendants failed to cite, nor could they cite, support for such a novel interpretation.
Defendants next contend that Plaintiffs, in essence, extended Defendants' credit beyond the $750,000 agreed by the parties by continuing to supply Defendants with petroleum products notwithstanding Defendants' failure to pay previous balances. They assert that this action thus released them from the Guaranty. Defendants misconstrue the Michigan Court of Appeals' decision in Wilson Leasing Co. v. Seaway Pharmacal Corp., 53 Mich.App. 359, 220 N.W.2d 83 (Mich.Ct.App.1974). The Wilson court held that when the plaintiff materially altered the principal contract, a lease agreement, the material alteration
Here, Plaintiffs did not materially alter the underlying contract between Plaintiffs and Defendants. Because there was no material alteration in the Agreement that would adversely affect Defendants' obligations as guarantors, Defendants' reliance upon Wilson is entirely misplaced.
In short, the Guaranty is enforceable, and Plaintiffs are entitled to summary judgment on this claim. Consistent with the conclusion reached above, Plaintiffs are entitled to summary judgment against the individual Defendants only on the undisputed portion of the amount due under the Agreement, not the $574,098.93 disputed by Defendants.
D. Count VI—Fraud
Plaintiffs also contend that they are entitled to summary judgment because Defendants Armada and Berry are guilty of fraud. Plaintiffs argue that their claim of fraud is established because Armada had no intention of paying for any petroleum products after receiving CITGO's April 18, 1997, letter. In order to establish an action for fraud, Plaintiffs must show:
H.J. Tucker & Assoc., Inc. v. Allied Chucker & Engineering Co., 234 Mich.App. 550, 595 N.W.2d 176, 187 (1999) (citations omitted). Additionally, a "claim for `silent fraud' requires a plaintiff to set forth a more complex set of proofs." M & D, Inc. v. W.B. McConkey, 231 Mich.App. 22, 28, 585 N.W.2d 33 (Mich.Ct.App.1998). Under Michigan law, "a claim of silent fraud is established when there is a suppression of material facts and there is a legal or equitable duty of disclosure." Id. at 36, 585 N.W.2d 33.
This Court, having reviewed and considered the limited record evidence before it, cannot state that the facts are so one-sided that a reasonable jury could return only a verdict in favor of Plaintiffs on their fraud claim. This claim, which bears substantially on Defendants' motives and intent, is simply not ripe for summary judgment. Thus, the fact finder at trial must decide who should prevail on this claim.
E. Count I of Counterclaim—PMPA
Plaintiffs also contend that they are entitled to summary judgment on Count I of Defendants' counterclaim, which alleges that Plaintiffs terminated Defendants' jobbership in violation of the Petroleum Marketing Practices Act, 15 U.S.C. §§ 2801-2841. In their counterclaim, Defendants contend that:
Counterclaim at ¶ 15. Defendants assert that they believe Plaintiffs' reason for termination
Recognizing that franchisors wielded a great deal of bargaining power as compared to franchisees, Congress enacted the PMPA to protect franchisees from arbitrary or discriminatory terminations. See S.Rep. No. 95-731, 95th Cong.2d Sess. 15-19, reprinted in 1978 U.S.C.C.A.N. 873, 874-77; Massey v. Exxon Corp., 942 F.2d 340, 342 (6th Cir.1991). Nevertheless, the Sixth Circuit has cautioned that the PMPA "should not be interpreted to reach beyond its original language and purpose." May-Som Gulf, Inc. v. Chevron U.S.A., Inc., 869 F.2d 917, 921 (6th Cir.1989).
The parties agree that the PMPA allows a franchisor to terminate or not renew a franchise based on certain enumerated grounds, provided that the termination also complies with PMPA's notice provisions. See 15 U.S.C. § 2802(b)(1)(AB) & (b)(2-3). It is undisputed that the franchise was terminated. Thus, Plaintiffs have the onus to show that termination was proper pursuant to one of the grounds enumerated by the PMPA. As the Sixth Circuit explains:
Evans v. Marathon Oil Co., 1999 WL 137633 at *2 (6th Cir. Mar.2, 1999).
Plaintiffs contend that Defendants' claim under the PMPA must fail for several reasons. First, Plaintiffs assert that Defendants incorrectly argue that UNO-VEN failed to identify the reason for terminating the Agreement as required under the PMPA. This Court agrees. Plaintiffs' April 30, 1997, letter to Defendants explicitly and unequivocally states, in relevant part:
Plfs.' Ex. B(3) (emphasis added). Although Plaintiffs did not provide the specific statutory section of the PMPA paraphrased in the letter, it is clear that Plaintiffs rely upon Sections 2802(b)(2)(C) and 2802(c)(6).
Notwithstanding Defendants' claim that the termination was premised on UNO-VEN's withdrawal from the geographic market, the Court first addresses whether termination on the ground asserted by Plaintiffs, loss of the right to use the Unocal and 76 trademarks, comports with the PMPA. Section 2802(b)(2)(C) states, in pertinent part:
§ 2802(b)(2)(C)(i). Section 2802(c), in turn, defines events constituting a reasonable termination or nonrenewal to include:
§ 2802(c)(6).
Defendants first contend that a voluntary divestiture of a trademark does not qualify as a "loss" under Section 2802(c)(6). Plaintiffs rely upon the Second Circuit's decision in Russo v. Texaco, Inc., 808 F.2d 221 (2d Cir.1986), to support their claim that a voluntary divestiture qualifies as a loss. The Court of Appeals held that the defendant's transfer of the Getty name and mark was a critical factor in determining an event relevant to the franchise relationship as set forth under Section 2802(b)(2)(C). Id. at 226. Although the Russo court ultimately deemed the defendant's loss of trademark rights to be involuntary, id. at 227, Defendants incorrectly identify as dictum the Russo court's initial ruling that "the word `loss' as used in § 2802(c) is intended to cover voluntary as well as involuntary situations." Id. The Russo court explicitly rejected the plaintiff's contention that the defendant's divestiture of the Getty trademark does not fit within Section 2802(c) "on two grounds:" (1) Consistent with the intent and other statutory provisions of the PMPA, Section 2802(c) applies for both voluntary and involuntary losses of a trademark; and (2) notwithstanding the private agreement between the defendant and Power Test, the purchaser of the Getty mark, Texaco's loss of trademark rights should be considered involuntary in light of the Federal Trade Commission's divestiture order. Id. at 227-28.
Defendants rely on an unpublished order of the Eastern District of Wisconsin for the proposition that a voluntary loss does not qualify as a loss contemplated by Section 2802(c). See Draeger Oil Co. v. The UNO-VEN Co., Case No. 99-C-317 (E.D.Wis. Aug. 4, 1999). Defendants' reliance on this decision is misplaced. The Draeger court, ruling on a motion to dismiss, expressed only that because a question exists regarding whether a voluntary sale of a trademark constitutes a loss under Section 2802(c), dismissal under the more lenient Rule 12(b)(6) standard was not appropriate.
Furthermore, this Court respectfully disagrees with the preliminary conclusion on this issue reached by the Draeger court. Although the courts that have ruled that a "loss" can be a voluntary event dealt with other provisions of the PMPA, see generally Hutchens v. Eli Roberts Oil Co., 838 F.2d 1138, 1141-42 (11th Cir.1988); Lugar v. Texaco, Inc., 755 F.2d 53, 56 (3d Cir. 1985), the Second Circuit correctly observed that:
Russo, 808 F.2d at 227 (citations omitted). See also National Credit Union Admin. v. First Nat. Bank & Trust Co., 522 U.S. 479, 501, 118 S.Ct. 927, 140 L.Ed.2d 1 (1998); First City Bank v. National Credit Union Admin. Bd., 111 F.3d 433, 438 (6th Cir. 1997), cert. denied, 522 U.S. 1146, 118 S.Ct. 1162, 140 L.Ed.2d 174 (1998).
Finally, as for Defendants' and the Draeger court's contention that Lugar, supra, and Veracka v. Shell Oil Co., 655 F.2d 445 (1st Cir.1981) are "of questionable authority" in light of Congress' 1994 amendments to the PMPA, this Court notes that although Congress did amend Section 2802(c)(4) to require a franchisor to offer to assign to the franchisee any
Even accepting Plaintiffs' contention that a voluntary loss of a trademark suffices under Section 2802(c) of the PMPA, Plaintiffs additionally must show that they "first acquired actual or constructive knowledge of such occurrence ... not more than 120 days prior to the date on which notification of termination or nonrenewal is given, if notification is given pursuant to section 2804(a)." § 2802(b)(2)(C)(i). Defendants argue that Plaintiffs fell outside this time period, arguing that Plaintiffs knew of the loss of franchise rights in December 1996. See Sedlacek dep. at 60-61. Plaintiffs alternatively suggest that they acquired knowledge of the trademark loss on May 1, 1997, see DeVore Decl. at ¶¶ 4-5, or sometime in late March or early April 1997. See Plfs.' Ex. H, Conners dep. at 35-36. A review of the submissions reveals that Plaintiffs have failed to submit evidence from which this Court could unequivocally ascertain when Plaintiffs acquired knowledge regarding the loss of trademark rights. As set forth above, Plaintiffs bear the burden of establishing their affirmative defense and, similarly, their entitlement to summary judgment on this basis. Accordingly, Plaintiffs' motion for summary judgment on the PMPA claim must be denied.
Defendants alternatively maintain that despite Plaintiffs' claim that the termination was premised on the loss of the use of the trademarks, the termination was actually premised upon UNO-VEN's withdrawal from the geographic market. Plaintiffs counter that summary judgment is still appropriate even if the termination had been grounded on a withdrawal from the geographic market because the PMPA authorizes termination on this basis. See 15 U.S.C. § 2802(b)(2)(E).
Although the PMPA authorizes terminations based on a franchisor's decision to
The Court notes that the question of a franchisor's good faith is a subjective inquiry. See Massey, 942 F.2d at 345. Accord, Duff v. Marathon Petroleum Co., 51 F.3d 741, 744 (7th Cir.1995). This requirement is designed to prevent sham determinations from being used as artifice for nonrenewal. See Massey, 942 F.2d at 345 (quoting legislative history of the PMPA); Duff, 51 F.3d at 744. The second inquiry under § 2802(b)(2)(E) requires an examination of the franchisor's normal decision-making process. See Duff, 51 F.3d at 744. The PMPA does not, however, give the courts the authority to evaluate the wisdom of business decisions. See Massey, 942 F.2d at 345; Duff, 51 F.3d at 744.
In the present case, Plaintiffs did not present evidence from which the Court could summarily conclude that the decision was calculated in good faith and in the normal course of business. Plaintiffs have not produced evidence from which this Court could find, pursuant to Fed.R.Civ.P. 56, that the uncontroverted facts are so one-sided that Plaintiffs must prevail as a matter of law. See Terry Barr, 96 F.3d at 178. Thus, Plaintiffs are not entitled to summary judgment on this ground.
Defendants' also assert that liability under the PMPA attaches because Plaintiffs failed to offer Armada a jobbership under the terms as others possessing franchises from Plaintiffs. Plaintiffs counter that Defendants' claim fails because they misconstrue the PMPA provision upon which they base their claim.
F. Count II of Counterclaim—Tortious Interference
Plaintiffs lastly contend that they are entitled to summary judgment on Count II of Defendants' counterclaim. In their counterclaim, Defendants allege that CITGO and former Third-Party Defendant Knight Enterprises tortiously interfered with the contracts between Armada and its retail dealers by obtaining a temporary restraining order ("TRO") with this Court. Defendants fail to provide any argument with respect to why Plaintiffs are not entitled to summary judgment on this claim. The Court further notes that Defendants' counterclaim repeatedly incorrectly avers that the "TRO [was] improperly obtained." See, e.g. Counterclaim at ¶ 28. To the contrary, Plaintiffs properly sought relief, which was granted by this Court. It is immaterial that the parties later agreed to dissolve the TRO. Plaintiffs'
Id., 157 Mich.App. at 631, 403 N.W.2d at 836.
It is well settled that:
BPS Clinical Lab. v. Blue Cross & Blue Shield of Michigan, 217 Mich.App. 687, 698-99, 552 N.W.2d 919 (1996), appeal denied, 456 Mich. 881, 570 N.W.2d 782 (1997), and cert. denied, 522 U.S. 1153, 118 S.Ct. 1178, 140 L.Ed.2d 186 (1998).
IV. CONCLUSION
For the reasons set forth above, Plaintiffs' motion for summary judgment with respect to their claims for breach of contract and guaranty (Counts I and III) is GRANTED IN PART, as Defendants, pursuant to the contract with Defendant Armada and via the Guaranty executed by individual Defendants, are obligated to pay for the petroleum products they received, and DENIED IN PART, as a genuine issue of material fact exists with respect to whether $574,098.93 of the total amount asserted by Plaintiffs is due.
Accordingly, Plaintiff's motion for summary judgment on their quantum meruit claim (Count II) is DENIED, as this Court finds that Plaintiffs are entitled to recover under the contract.
Plaintiffs' motion for summary judgment with respect to their fraud claim (Count VI) is DENIED, as genuine issues of material fact remain.
Plaintiffs' motion for summary judgment on Count II of Defendants' counterclaim, alleging tortious interference of business relationship, is GRANTED as unopposed.
Plaintiffs' motion for summary judgment on Count I of Defendants' counterclaim, alleging a violation of the PMPA, is GRANTED IN PART, to the extent that
The remainder of Plaintiffs' motion for summary judgment on Defendants' PMPA counterclaim is DENIED, without prejudice.
IT IS SO ORDERED.
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