United States District Court, M.D. Florida, Tampa Division
WILLIAM F. JUNG, UNITED STATES DISTRICT JUDGE
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
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.
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.
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.
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.
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,
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.
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
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 ...