The opinion of the court was delivered by: JOYNER
In this diversity action, plaintiff Total Foods Corporation ("Total Foods"), has brought a breach of contract action against Wilfran Agricultural Industries, Inc. ("Wilfran"). Total Foods claims that Wilfran failed to pay for extra grade whey that it received pursuant to four purchase orders executed between the two parties in November 1995. Total Foods has now brought this summary judgment motion pursuant to Fed. R. Civ. P. 56(c). In its summary judgment motion, Total Foods also requests this court to issue a final judgment in its favor pursuant to Fed. R. Civ. P. 54(b). For the reasons that follow, we grant Total Foods' summary judgment motion and its request for final judgment.
Total Foods brought a complaint against Wilfran to recover damages in excess of $ 52,000. Total Foods claims that Wilfran failed to pay for extra grade whey Wilfran received from Total Foods in November 1995. Wilfran does not dispute that it received the goods in accordance with its purchase orders. Instead, Wilfran claims that it did not pay for the goods because Total Foods owes Wilfran damages in excess of $ 235,000 for failure to ship milk protein concentrate ("milk protein") that Wilfran had previously ordered in December 1994. Wilfran claims that it is entitled to set-off the damages Total Foods owes it for the milk protein against any damages it may owe Total Foods for the extra grade whey.
Accordingly, Wilfran asserted a breach of contract counterclaim against Total Foods for damages in excess of $ 235,000, claiming that Total Foods failed to deliver the quantities of milk protein, and that Wilfran had to procure substitute goods at a higher price than that bargained for with Total Foods. Wilfran further claimed that it was unable to obtain all of the milk protein it required and that as a result, it suffered additional damages. Total Foods then brought this summary judgment motion.
In its summary judgment motion, Total Foods argues that it is undisputed that it and Wilfran executed purchase orders for the whey, that Wilfran received and accepted the extra grade whey, and that Wilfran failed to pay for the shipment. Therefore, Total Foods argues, there are no outstanding factual issues to be resolved. Furthermore, Total Foods claims that a buyer can only deduct damages resulting from a seller's breach if the damages and the breach are part of the same contract. Since the contract for the extra grade whey is separate from the contract for the milk protein, Total Foods argues that Wilfran's defense must fail as a matter of law.
Wilfran points out that Total Foods had alleged that it was excused from providing the milk protein as a result of Wilfran's late payments of a third set of transactions predating December 14, 1994. Apparently, in a letter dated March 10, 1995, Total Foods informed Wilfran that it intended to alter its commitment to provide Wilfran with the milk protein because Wilfran had allegedly failed to fulfill its payment obligations in other transactions. Furthermore, Mr. Heine, Total Foods' vice president, admitted in his deposition that the payment problems referenced in the March 10th letter actually involved another series of transactions between the two parties, other than the milk protein and extra grade whey transactions. In addition, in Total Foods' answer to Wilfran's counterclaim, Total Foods alleges that Wilfran's failure to pay for goods it had received prevented it from taking further delivery of the products it had ordered.
Federal Rule of Civil Procedure 56(c) authorizes the court to grant summary judgment if there is no genuine material issue of fact. In deciding the motion, the court is constrained to draw all reasonable inferences in favor of the non-moving party. Gans v. Mundy, 762 F.2d 338, 340 (3d. Cir. 1985). If a reasonable jury could find in favor of the non-moving party, summary judgment will not be granted. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986). Rather, the summary judgment standard requires the moving party to show that the case is so one-sided that it should prevail as a matter of law. Id. at 252. Nevertheless, the non-moving party must raise more than a scintilla of evidence in order to overcome a summary ...