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Stuart C. IRBY Co. v. BC Power, Inc.

United States District Court, M.D. Florida, Fort Myers Division

December 5, 2017

BC POWER, INC., Defendant.



         This matter comes before the Court on the plaintiff's Motion for Summary Judgment (Doc. #75) filed on April 10, 2017. Defendant BC Power, Inc. filed a Response in Opposition (Doc. #79) on May 10, 2017.[1] For the reasons set forth below, the motion is granted in part and denied in part.


         Summary judgment is appropriate only when the Court is satisfied that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “An issue of fact is ‘genuine' if the record taken as a whole could lead a rational trier of fact to find for the nonmoving party.” Baby Buddies, Inc. v. Toys “R” Us, Inc., 611 F.3d 1308, 1314 (11th Cir. 2010). A fact is “material” if it may affect the outcome of the suit under governing law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). “A court must decide ‘whether the evidence presents a 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.'” Hickson Corp. v. N. Crossarm Co., Inc., 357 F.3d 1256, 1260 (11th Cir. 2004) (citing Anderson, 477 U.S. at 251).

         In ruling on a motion for summary judgment, the Court views all evidence and draws all reasonable inferences in favor of the non-moving party. Scott v. Harris, 550 U.S. 372, 380 (2007); Tana v. Dantanna's, 611 F.3d 767, 772 (11th Cir. 2010). However, “if reasonable minds might differ on the inferences arising from undisputed facts, then the court should deny summary judgment.” St. Charles Foods, Inc. v. America's Favorite Chicken Co., 198 F.3d 815, 819 (11th Cir. 1999) (quoting Warrior Tombigbee Transp. Co. v. M/V Nan Fung, 695 F.2d 1294, 1296-97 (11th Cir. 1983) (finding summary judgment “may be inappropriate even where the parties agree on the basic facts, but disagree about the factual inferences that should be drawn from these facts”)). “If a reasonable fact finder evaluating the evidence could draw more than one inference from the facts, and if that inference introduces a genuine issue of material fact, then the court should not grant summary judgment.” Allen v. Bd. of Pub. Educ., 495 F.3d 1306, 1315 (11th Cir. 2007).


         The undisputed facts, in a light most favorable to BC Power, Inc., are as follows:

         BC Power, Inc. (BC Power) is an electrical contractor which entered into a subcontract with Brooks & Freund, LLC (Brooks) to perform work on a project called the Orchid Run Apartments, LLC (the Project) in Collier County, Florida. On July 31, 2012, BC Power executed a Commercial Credit Application (the “Credit Agreement”) (Doc. #17-3) with plaintiff Stuart C. Irby Company (Irby), an electrical material supplier, and established an open account with Irby to purchase electrical materials for use in connection with the Project. Irby sold electrical materials to BC Power for use in the Project, but BC Power failed to fully pay for the materials. The unpaid principal amount is $46, 145.05.

         Brooks did not fully pay BC Power for the subcontract work, and allegedly owed BC Power an unpaid principal amount of $685, 967.42. On or about February 24, 2016, BC Power executed an Assignment of Accounts Receivable (the “Assignment”) transferring to Irby its interest in the $685, 967.42 owed by Brooks. (Doc. #17-6.) On or about January 10, 2017, Brooks paid Irby $40, 000 pursuant to a settlement of the $685, 967.42 debt. Irby will apply the $40, 000 to the balance owed it by BC Power.[2]

         Irby now seeks judgment against BC Power for the outstanding unpaid principal balance (less the $40, 000), plus accrued service charges in the amount of $9, 036.96, plus accrued interest, for a total of $17, 475.99 for the breach of the Credit Agreement by BC Power. (Doc. #75, pp. 4-5; Doc. #75-1, Exh. A.) Irby also seeks post-judgment interest, and asserts an entitlement to attorney fees and costs.


         BC Power argues that Irby is not entitled to summary judgment because there is a material question as to whether Irby is entitled to recover any amount of the unpaid principal balance. Specifically, BC Power asserts that Irby expressly agreed, and owed a duty to BC Power, to recover the full amount of the accounts receivables from Brooks, which were the subject of the Assignment. BC Power further asserts that Irby assumed a fiduciary-type role by agreeing to protect BC Power's interest and to fight for full recovery of the receivables. BC Power asserts that because the settlement was a breach of this obligation, it does not owe any money to Irby (and Irby owes BC Power money). (Doc. #79, p. 3.)

         BC Power's arguments are without merit because the Assignment creates no such obligation or fiduciary-type relationship between BC Power and Irby. The Assignment states that it is governed by Mississippi law (Doc. #17-6, ¶6), which provides the following with regard to the interpretation of a contract:

First, we must determine whether the contract is ambiguous, and if it is not, then it must be enforced as written. [ ] In making that determination, the Court must review the express wording of the contract as a whole. [ ] If the contract is unambiguous, “the intention of the contracting parties should be gleaned solely from the wording of the contract” and parole evidence should not be considered. [ ] This Court must “accept the plain meaning of a contract as the intent of the parties where no ambiguity exists.” [ ] “'An instrument that is clear, definite, explicit, harmonious in all its provisions, and is free from ambiguity' will be enforced.” [ ]
“The mere fact that the parties disagree about the meaning of a provision of a contract does not make the contract ambiguous as a matter of law.” [ ] “Where the contract is unambiguous, the ‘parties are bound by the language of the instrument.'” [ ] Courts should not alter the terms of a valid contract. “The right of persons to contract is fundamental to our jurisprudence and absent mutual mistake, fraud[, ] and/or illegality, the courts do not have the authority to modify, add to, or subtract from the terms of a contract validly executed between two parties.” [ ] “With limited exceptions, persons enjoy the freedom to contract. When they do, they are bound by the terms of their contracts.”

Epperson v. SOUTHBank, 93 So.3d 10, 16-17 (Miss. 2012) (internal citations omitted). In a summary judgment case, Mississippi advises that the reviewing Court “should determine only whether the contract is ambiguous.” Id. at 17. If the terms are ambiguous, then the case must be ...

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