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Rycon Specialty Foods, Inc v. Wellshire Farms

April 6, 2011

RYCON SPECIALTY FOODS, INC.,
PLAINTIFF,
v.
WELLSHIRE FARMS, INC., DEFENDANT.



The opinion of the court was delivered by: Martin C. Carlson United States Magistrate Judge

(Chief Judge Kane) (Magistrate Judge Carlson)

MEMORANDUM OPINION AND ORDER

I. Statement of Facts and of the Case

This case, which comes before the Court on a motion to compel discovery filed by the Defendant, underscores how matters which begin simply can, on occasion, become complex.

This case began as a simple collections action. On October 27, 2009, RyCon initiated this civil action by filing a complaint against Wellshire, which sought to collect the sum of $229,584.53 on invoices allegedly owed to RyCon by Wellshire. (Doc. 1.) According to the complaint, RyCon, a Pennsylvania corporation, contracted with Wellshire, a New Jersey firm, to distribute "hormone free cheese products" produced by RyCon. (Id.) As described in RyCon's complaint, this business arrangement was simple: RyCon sold products to Wellshire, which were then sold in turn by Wellshire to others. (Id. ¶10.) Rycon would issue invoices to Wellshire for goods sold to Wellshire, invoices which Wellshire was to pay within 14 days of receipt. (Id., ¶¶ 11-12.) After describing this straightforward, pedestrian business relationship, Rycon's complaint alleged that between July and September, 2009, Wellshire failed to pay a series of invoices, and now owed Rycon $229,584.53, and amount owed that RyCon claimed was undisputed. (Id., ¶¶ 13-34.)

From this simple beginning, this litigation swiftly became more complex when, on February 17, 2010, Wellshire filed an Answer with Affirmative Defenses and Counterclaims of Breach of Contract, Wrongful Interference with Business Relations, Misrepresentation, and Unjust Enrichment. (Doc. 10.) This array of counterclaims was premised on Wellshire's assertion that RyCon had breached an agreement, albeit an oral or implied agreement, between the parties arising out of a business relationship commenced in or about 2001. According to Wellshire, under the terms of this agreement, Wellshire served as the exclusive and master distributor of all of RyCon's hormone free cheese products. Posturing itself as RyCon's "exclusive and master" distributor, Wellshire alleged that RyCon had violated this agreement, and committed tortious acts by selling hormone free cheese to others without channeling those sales through Wellshire.

While Wellshire leveled these substantial counterclaims against RyCon, in connection with this motion to compel, Wellshire candidly admits that its counterclaims rest on what is, factually, a thin reed. Wellshire does not allege the existence of any written agreement between the parties designating it as the "exclusive and master" distributor of RyCon hormone free cheese products. Instead, Wellshire variously characterizes its alleged exclusive and master dealership agreement with RyCon as an oral, or implied-in-fact, contract.

Having advanced this counterclaim premised on an oral, implied-in-fact, yet exclusive, agreement between the parties, Wellshire then propounded the discovery demands which form the basis of this motion to compel. Specifically, Wellshire seeks an order compelling RyCon to fully respond to Wellshire's Interrogatories numbers 12, 13, 14 and 16, and Requests for Production numbers 3 through 13, 19 through 21, and 23. These discovery demands seek the following detailed information from RyCon as part of Wellshire's effort to document damages arising from the breach of an alleged oral, implied-in-fact contractual relationship between the parties:

A. INTERROGATORIES

12. Identify all documents that evidence the business relationship between you and Wellshire for the distribution of RyCon products.

13. Identify all your vendors, producers, slicers, packers, shipping companies, storage and distribution facilities, and customers from January 1, 2003 to present, including names, addresses, contact persons, phone numbers and email addresses.

14. Identify all sales representatives and brokers you have used for distribution and sale of your product from January 1,2003 to present, including names, addresses, contact persons, phone numbers and email addresses.

16. Identify any and all banks and other financial institutions or individuals to whom you submitted a loan application for the period of January 1, 2003 to present.

B. REQUESTS FOR PRODUCTION

3. Any and all documents which embody, evidence, relate to or pertain to the names, addresses, and phone numbers for the customers of RyCon products from January 1, 2003 to present.

4. Any and all documents which embody, evidence, relate to or pertain to the names, addresses, and phone numbers of all vendors with whom you did business for supplying, slicing, packing, storing, and shipping cheese from January 1, 2003 to present.

5. Any and all documents which embody, evidence, relate to or pertain to agreements, whether written or oral, that you have had or currently have with cheese vendors, producers, slicers, packers, shipping companies, storage and distribution facilities, and customers, for RyCon products from January 1, 2003 to present.

6. Any and all documents which embody, evidence, relate to or pertain to pricing to your customers, as well as price changes for your customers, from January 1, 2003 to present.

7. Any and all documents which embody, evidence, relate to or pertain to bills or invoices to RyCon from all vendors with whom you did business for supplying, slicing, packing, storing, and shipping cheese from January 1,2003 to present.

8. Any and all documents which embody, evidence, relate to or pertain to your costs in producing, slicing, packing, storing, and shipping, and ...


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