United States District Court, W.D. Pennsylvania
MEMORANDUM OPINION ON PLAINTIFF’S “PARTIAL” MOTION FOR SUMMARY JUDGMENT
Arthur J. Schwab United States District Judge
This is a breach of contract action. The parties’ dispute is based upon a Services Agreement (a “Promotional Agency Services” or “Services Agreement”) whereby Yinzcam, Inc. (“Yinzcam”) contracted with Strategic Sports Inc. (“Strategic”) for marketing and agency services related to Yinzcam’s sports related applications. Yinzcam alleges that Strategic failed to meet its obligations under the Agreement and, on September 19, 2014, filed a three (3) count Complaint in state court alleging breach of contract, unjust enrichment, and a claim for declaratory relief that Strategic maintains no equity interest in Yinzcam. More specifically, Yinzcam alleges that Strategic breached the Agreement by failing: to provide contacts that yielded any opportunities for Yinzcam to further its business; to provide any agreement with any sponsors or other third parties; to produce a needs analysis, a corporate sponsor development program, a pricing plan and a monthly strategic plan; and to follow the confidentiality obligations. On October 29, 2014, Strategic filed its first Answer, New Matter and included two (2) Counterclaims alleging: (1) breach of contract by Plaintiff by terminating it prior to the expiration of its initial term and by refusing to recognize Defendant’s alleged equity interest in Plaintiff; and, (2) that it is entitled to a declaration that it owed an equity interest in Plaintiff. Plaintiff has filed a Motion for “Partial” Summary Judgment arguing that because Strategic became aware on July 19, 2010, or September 20, 2010 (at the latest) that it was terminating the Services Agreement and had rejected any claim of equity (and therefore had notice of this alleged breach), and yet failed to file its Answer, New Matter and Counterclaim until October 29, 2014, said Counterclaims are outside the applicable four (4) year statute of limitations for a breach of contract action. This Court agrees, finding that Defendant’s Counterclaims fail as a matter of law, and therefore, Plaintiff’s Motion for “Partial” Summary Judgment on Defendant’s Counterclaims (doc. no. 40) will be GRANTED.
II. Standard of Review
Summary judgment may be granted if, drawing all inferences in favor of the non-moving party, “the movant shows that there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a).
A fact is “material” if proof of its existence or non-existence might affect the outcome of the suit under applicable law. Anderson v. Liberty Lobby Inc., 477 U.S. 242, 248, (1986). “Facts that could alter the outcome are material facts.” Charlton v. Paramus Bd. of Educ., 25 F.3d 194, 197 (3d Cir. 1994). Disputes must be both (1) material, meaning concerning facts that will affect the outcome of the issue under substantive law, and (2) genuine, meaning the evidence must be such that a reasonable jury could return a verdict for the nonmoving party.
Anderson, 477 U.S. at 248.
A party moving for summary judgment has the initial burden of supporting its assertion that fact(s) cannot be genuinely disputed by citing to particular parts of materials in the record – i.e., depositions, documents, affidavits, stipulations, or other materials – or by showing that: (1) the materials cited by the non-moving party do not establish the presence of a genuine dispute, or (2) that the non-moving party cannot produce admissible evidence to support its fact(s). Fed.R.Civ.P. 56(c)(1).
Conversely, in order to defeat a motion for summary judgment, the non-moving party must support its assertion that fact(s) are genuinely disputed by citing to particular parts of materials in the record, or by showing that: (1) the materials cited by the moving party do not establish the absence of a genuine dispute, or (2) the moving party cannot produce admissible evidence to support its fact(s). Id.
In reviewing a motion for summary judgment, the court “does not make credibility determinations and must view facts and inferences in the light most favorable to the party opposing the motion.” Siegel Transfer, Inc. v. Carrier Express, Inc., 54 F.3d 1125, 1127 (3d Cir. 1995).
III. Factual Background
Unless otherwise noted, the following material facts are not in dispute and have been gleaned from Plaintiff’s concise statement of material facts (doc. no. 41), and Defendant’s response thereto (doc. no. 50).
A. Yinzcam and Strategic Were Bound by a Services Agreement
Yinzcam and Strategic are parties to a written Services Agreement dated November 19, 2009, that is governed by Pennsylvania Law. The term of the Services Agreement was two (2) years. The Services Agreement is an integrated contract that states as follows:
XIII. Entire Agreement
This Agreement, including all addendums, attachments or exhibits attached hereto, sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, oral or written, all previous negotiations and all other communications with respect to the subject matter hereof. This Agreement shall not be amended or modified ...