The opinion of the court was delivered by: Reed, S.J.
This case of wine puts the aphorism "in vino, veritas" to the
test. A vintner has sued its former wine marketer and distributor to avoid
paying termination fees required by a contract the winemaker claims has
aged for too long. The wine marketer has counterclaimed, seeking fees that
he claims his former employer has bottled up for illegitimate reasons. Upon
a review of the full-bodied record of this case, I conclude that summary
judgment is not appropriate, and that the veritas of this
vino action will be tasted at trial.
Charles Mara is a marketer and broker of wines, and in 1988, he
inked a marketing agreement with Crystal Valley Cellars, Inc.,
which owned the Cosentino Winery. The agreement was signed on
behalf of Crystal Valley by its president, Mitch Cosentino. Mara
worked under the agreement for four years promoting the rich
aromas and supple tannins of Cosentino Winery wines in the
Northeast United States and Georgia in exchange for a commission,
and by all accounts he performed admirably. Crystal Valley,
however, was not performing particularly admirably, and in 1992,
it signed a sales agreement with Vintage Grapevine, Inc., that was
primarily intended to bring balance to the financial condition of
the Cosentino Winery. Under the 1992 sale contract, Vintage
Grapevine bought out Crystal Valley and took over its operations.
The parties agree that little changed, as a practical matter,
after the 1992 sale; Cosentino became president of Vintage
Grapevine, Inc., which continued to produce Consentino Winery
wines, and Mara continued to promote them.
The central issue in this case is the effect the sale of Crystal
Valley to Vintage Grapevine had on Mara's 1988 marketing
agreement. Was the agreement still in force and binding on Vintage
Grapevine after the 1992 sale? The issue fermented for six years,
and bubbled up only in 1999 when Vintage Grapevine began removing
some territories from Mara. After attempting to have his
territories restored, Mara quit and demanded from Vintage
Grapevine a termination fee in the amount of two years' worth of
commissions. Mara claimed he was entitled to the fee under a
clause contained in the 1988 marketing agreement, which he
believed was still in force and binding on Vintage Grapevine.
Vintage Grapevine then brought this suit under the Declaratory
Judgment Act, 28 U.S.C. § 2201, and plaintiff has counterclaimed
for breach of contract. This Court has jurisdiction because the
parties are citizens of different states and the amount in
controversy exceeds $75,000.
See 28 U.S.C. § 1332.*fn1
Summary Judgment Standard
Under Rule 56(c) of the Federal Rules of Civil Procedure, "if the
pleadings, depositions, answers to interrogatories, and admissions
on file, together with the affidavits, if any, show that there is
no genuine issue as to any material fact and that the moving party
is entitled to a judgment as a matter of law," then a motion for
summary judgment must be granted. The proper inquiry on a motion
for summary judgment is "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." Anderson v. Liberty Lobby, 477 U.S. 242, 251-52, 106 S.Ct.
2505 (1986). Furthermore, "summary judgment will not lie if the
dispute about a material fact is `genuine,' that is, if the
evidence is such that a reasonable jury could return a verdict for
the nonmoving party." Id. at 248.
The moving party "bears the initial responsibility of informing
the district court of the basis for its motion and identifying
those portions of `the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the
affidavits, if any,' which it believes demonstrate the absence of
a genuine issue of material fact." Celotex Corp. v. Catrett,
477 U.S. 317, 323, 106 S.Ct. 2548 (1986). The nonmoving party must
then "go beyond the pleadings and by her own affidavits, or by the
`depositions, answers to interrogatories, and admissions on file'
designate `specific facts showing that there is a genuine issue
for trial.'" Id. at 324. On a motion for summary judgment, the
facts should be reviewed in the light most favorable to the
non-moving party. See Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 587, 106 S.Ct. 1348 (1986) (quoting United
States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993 (1962)).
On cross-motions for summary judgment, the court must determine
separately on each party's motion whether judgment may be entered
in accordance with the summary judgment standard. See Sobczak v.
JC Penny Life Ins. Co., No. 96-3924, 1997 U.S. Dist. LEXIS 1801,
at *3 (E.D.Pa.) (citing 10A Charles Alan Wright, et al., Federal
Practice and Procedure § 2720, at 23-25 (2d ed. 1983)), aff'd,
129 F.3d 1256 (3d Cir. 1997).*fn2
The outcome of both motions for summary judgment turns on whether
Vintage Grapevine can be held to the terms of a contract it did
not sign; the 1988 marketing agreement between Mara and Crystal
Valley. The contract itself contains few hints. The key clause
The terms of the Agreement shall be for one year
from the date this Agreement is signed. The Agreement
shall be automatically renewable on a year to year
basis unless cancelled, in which [sic] a two year
commission based on the average commission payed
[sic] in a year, for setting up the total network,
working, promoting, and in general, managing the
company in the Northeast and elsewhere.
(Exh. A to Plaintiff's Motion for Summary Judgment, Mara & Company
Wine Marketing Agreement, at ¶ 2.) Thus, the agreement had the
potential to continue on in perpetuity, until the parties or
circumstances cancelled or terminated it. Defendant claims that
the sale of Crystal Valley to Vintage Grapevine ...