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Industrial Components of Latin America, Inc. v. Syntron Material Handling LLC

United States District Court, M.D. Florida, Tampa Division

September 18, 2019




         This matter comes to the Court on a Motion for Summary Judgment filed by the Defendant, Syntron Material Handling LLC. Dkt. 44. Plaintiff, Industrial Components of Latin America Inc., filed a response to this motion and a memorandum in opposition. Dkts. 53 & 54. With the benefit of full briefing and able argument by both sides at a hearing, the Court grants in part and denies in part the Defendant’s motion for summary judgment (Dkt. 44) pursuant to Fed.R.Civ.P. 56.


         This case concerns a contract dispute. Plaintiff, a Florida corporation, entered into a sales representative contract with Defendant, a Mississippi corporation, on June 3, 2016. Dkt. 1 ¶¶ 1, 2, 5. The contract was a form contract generated by Defendant. Dkt. 54-12 at 54. Schedule A of the contract was amended on June 8, 2016. Dkt. 54 at 2. The contract ran from this date to December 31, 2017. Dkt. 1-1 § 3.1. Though, it could be cancelled at any time so long as there was adequate notice. Dkt. 1 ¶ 10.

         Per the contract, Plaintiff was to be paid commissions on sales to customers within their sales territory, except for certain excluded “house accounts”- including the account for FMC. Dkt. 1-1 at 8. The commission amount was based on the “annual percent of sales [in 2016] against 2015 adjusted sales of $2,602,695.” Id. Essentially, maintaining the status quo within the sales territory resulted in a 2% commission for Plaintiff, while growth in the book of business would result in 7% or 9% depending on the size of the growth. Id.

         In January 2017, Defendant terminated the contract with Plaintiff by appropriately giving adequate written notice. Dkt. 1 ¶ 13. Upon termination, “[a]ll sums owed by either party to the other [became] due and payable immediately . . . .” Dkt. 1-1 § 11. After Defendant failed to pay Plaintiff what they were allegedly owed, Plaintiff brought this lawsuit for: breach of contract, violation of the Mississippi Sales Representative Act, and quantum meruit. Dkt. 1. Plaintiff alleges that they were paid at the 2% commission level rather than the elevated commission level they were allegedly owed and they were not paid commission on sales to FMC. Dkt. 44 at 5. Defendant now moves for summary judgment on these claims. Dkt. 44.


         Under Rule 56, Federal Rules of Civil Procedure, “[t]he court shall grant summary judgment if the movant shows 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); see also Mize v. Jefferson City Bd. of Educ., 93 F.3d 739, 742 (11th Cir. 1996). An issue of fact is “genuine” only if “a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is “material” if the fact could affect the outcome of the lawsuit under the governing law. Id.

         The moving party bears the initial burden of identifying those portions of the record demonstrating the lack of a genuinely disputed issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). If met, the burden shifts to the non-moving party to “come forward with specific facts showing that there is a genuine issue for trial.” Shaw v. City of Selma, 884 F.3d 1093, 1098 (11th Cir. 2018) (citation omitted). To satisfy its burden, the non-moving party “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). The non-moving party must go beyond the pleadings and “identify affirmative evidence” that creates a genuine dispute of material fact. Crawford-El v. Britton, 523 U.S. 574, 600 (1998).

         In determining whether a genuine dispute of material fact exists, the Court must view the evidence and draw all factual inferences therefrom in a light most favorable to the non-moving party and must resolve any reasonable doubts in the non-moving party’s favor. Skop v. City of Atlanta, 485 F.3d 1130, 1136 (11th Cir. 2007). Summary judgment should only be granted “[w]here the record taken as a whole could not lead a rational trier of fact to find for the non-moving party[.]” Matsushita, 475 U.S. at 587.


         1. Contractual Claims

         In Count I of the Complaint Plaintiff brings a claim for breach of contract. Dkt. 1 at 4–5. Plaintiff alleges that the contract provides: 1) the period of time relevant to determining which commission threshold Plaintiff was entitled to started prior to the effective date of the contract and 2) that commissions for sales to FMC-an account listed as an excluded “house account”-were included in the commission schedule for the contract. Dkt. 53 at 14–18. Plaintiff alleges that they were not paid under the contract according to these terms. Dkt. 44 at 10. However, Defendant argues that it is clear that neither of these terms are included in the contract. Id. at 10. Defendant argues that summary judgment should be granted on these claims because these disputed terms are unambiguously not in the contract and, in any event, the contract contained a wavier provision that resulted in Plaintiff waiving any disputed additional compensation due under these provisions. Id. at 10–11. This Court finds that these are disputed issues of fact and are not appropriate for summary judgment.

         Taking the evidence in the light most favorable to the non-movant, the contract has factual ambiguities. It is undisputed the contract is silent as to when the applicable time period begins. The contract simply provides that the commission percentage used to calculate Plaintiff’s commissions is determined based on the “annual percent of sales [in 2016] against 2015 adjusted sales of $2,602,695.” Dkt. 1-1 at 8. In other words, the 2015 annual subtotal set the baseline or hurdle which, if exceeded in 2016, raised the commission rate. Plaintiff argues that this means that all 2016 sales, even those prior to the June 3, 2016 effective date of the contract, are counted in determining the total of 2016 annual sales. Dkt. 53 at 14. Defendant argues that common sense says that the effective date of the contract must be the starting point for determining the compensation threshold, since this is the first point at which Plaintiff is making sales for Defendant. Dkt. 44 at 10–11. Plaintiff responds that it is illogical to compare an ...

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