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Jester v. Hutt

United States District Court, M.D. Pennsylvania

March 28, 2017

MICHAEL JESTER & PENN RIDGE FARMS, LLC, Plaintiffs
v.
ROBERT HUTT & FANTASY LANE THOROUGHBRED RACING STABLE, LLC, Defendants

          MEMORANDUM

          Kane Judge.

         This matter is before the Court on a motion for partial summary judgment pursuant to Federal Rule of Civil Procedure 56, filed by Plaintiffs Michael Jester and Penn Ridge Farms, LLC with respect to certain counterclaims asserted by Defendants Robert Hutt and Fantasy Lane Thoroughbred Racing Stable, LLC in their answer to Plaintiffs' amended complaint. (Doc. No. 24.) For the reasons provided herein, the Court will grant in part and deny in part Plaintiffs' motion for partial summary judgment.

         I. BACKGROUND

         A. Procedural History

         Plaintiffs Michael Jester (“Jester”), and Penn Ridge Farms, LLC (“Penn Ridge”), initiated the above-captioned action on January 5, 2015 by filing a complaint against Defendants Robert Hutt (“Hutt”) and Fantasy Lane Thoroughbred Racing Stable, LLC (“Fantasy Lane”), in the Court of Common Pleas of Dauphin County, asserting claims of defamation and breach of contract in the non-payment of boarding and breeding services provided to Defendants' thoroughbred stallions and broodmares. (Doc. No. 1.) On January 28, 2015, this action was removed to the United States District Court for the Middle District of Pennsylvania pursuant to 28 U.S.C. § 1441(b). (Id.) Following removal, Defendants filed a motion to dismiss Plaintiffs' defamation claim, which was granted by this Court on February 27, 2015 as unopposed. (Doc. No. 7.) Thereafter, Defendants filed an answer to the complaint together with their counterclaims. (Doc. No. 8.) On March 11, 2016, with concurrence from Defendants, Plaintiffs filed an amended complaint. (Doc. No. 22.) On April 1, 2016, Defendants filed an answer to the amended complaint and incorporated by reference the counterclaims filed with their answer to Plaintiffs' original complaint. (Doc. No. 23.) On April 1, 2016, Plaintiffs answered Defendants' counterclaims. (Doc. No. 23.)

         Defendants assert six counterclaims against Plaintiffs. Counts I through IV set forth claims of negligence in the care and treatment of Fantasy Lane horses stabled at Plaintiffs' facilities. (Doc. No. 8 at 5-19.) Count V asserts a breach of contract claim relating to the promotion and management of Fantasy Lane's stallion, “Uptowncharlybrown, ” and Count VI asserts a breach of fiduciary duty claim arising out of Plaintiffs alleged failure to exercise good faith in promoting, managing, and selling “Uptowncharlybrown's” stallion seasons. (Id. at 19-25.) Plaintiffs have moved for partial summary judgment on these claims. (Doc. No. 24.) Having been fully briefed, this matter is now ripe for disposition.

         B. Factual Background

         The following facts germane to the present motion are either undisputed or viewed in the light most favorable to Defendants, the nonmoving party.[1] Penn Ridge is a horse breeding and boarding facility located in Swatara Township, Pennsylvania. (Doc. No. 25 ¶ 1.) Jester is the owner of Penn Ridge. (Id. at ¶2.) From July 2012 to December 2014, Penn Ridge boarded certain horses owned by Fantasy Lane pursuant to an Agreement entered into by the parties on July 6, 2012. (Doc. No. 28 ¶3.) The Agreement memorialized the intention of the parties to “entice as many mares to book to the stud as possible.” (Doc. No. 1-2 at 8.) Commensurate with that stated purpose, the Agreement provided that Penn Ridge would act as Fantasy Lane's agent for the promotion and management of its thoroughbred stallion, “Uptowncharlybrown, ” and would exercise good faith in promoting, managing, and selling “Uptowncharlybrown's” stallion seasons. (Id.) The Agreement further stipulated that Fantasy Lane would board seven to ten of its own mares at Penn Ridge “on a full time basis to support the stallion.” (Id. at 7.) Defendants allege that Plaintiffs did not fulfill their contractual obligations to promote and manage “Uptowncharlybrown's” stallion seasons. According to Defendants, Plaintiffs failed to exercise good faith in securing a successful breeding season for “Uptowncharlybrown” by: ensuring that each of Fantasy Lane's mares stabled at Penn Ridge would be in foal to “Uptowncharlybrown” every year; responding to breeding-related inquiries from other mare owners; and promoting “Uptowncharlybrown” to interested mare owners, in breach of the Agreement. (Doc. No. 27 at 12.)

         Additionally, numerous Fantasy Lane horses were injured while stabled at Penn Ridge under the care of Dr. Jeffrey Edelson V.M.D. (“Dr. Edelson”).[2] (Doc. No. 27 at 3.) Specifically, several of Fantasy Lane's horses contracted worms and Potomac Horse Fever, with one broodmare, “Queen of Rock, ” and her unborn foal, succumbing to the disease. (Id.) Furthermore, a weanling named “Nureyev's Ballet 14” suffered a broken leg while separated from its mother and had to be euthanized. (Id.) Consequently, in September of 2014, Hutt, managing partner of Fantasy Lane, (id. ¶ 4), informed Dr. Edelson that Fantasy Lane was contemplating bringing suit against him for his role in treating the Fantasy Lane horses that had become sick or injured while stabled at Penn Ridge. (Doc. No. 25 ¶ 9.) Following negotiations, Hutt and Dr. Edelson entered into a General Settlement and Release Agreement (“Release”), whereby Fantasy Lane agreed to release Dr. Edelson from any and all liability arising out of the care and treatment of Fantasy Lane horses. (Id. ¶¶ 10, 11.) The Release also exculpated “any and all persons, firms, or corporations liable or who might be claimed liable . . . [from liability] arising out of or in any way relating to any and all injures and damages of any and every kind . . . [in] the care and/or treatment of any [Fantasy Lane] horses stabled at Penn Ridge . . . .” (Doc. No. 25-6 at 2.) While Plaintiffs assert that Defendants' negligence counterclaims brought against Plaintiffs are barred by the Release, Defendants contest that Dr. Edelson did not intend to release third-party entities, such as Plaintiffs, from liability. Specifically, Defendants claim that Dr. Edelson procured this Release under fraudulent conditions by misrepresenting to Hutt the nature of certain material revisions made by Dr. Edelson's attorney prior to consummation of the Release, which expanded the scope and substance of the Release. (Doc. No. 28 ¶ 12.)

         II. SUMMARY JUDGMENT STANDARD

         Federal Rule of Civil Procedure 56(a) requires the court to enter 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). “[T]his standard provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986) (emphasis in original). A factual dispute is material if it might affect the outcome of the suit under the applicable law, and is genuine only if there is a sufficient evidentiary basis that would allow a reasonable fact finder to return a verdict for the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248-49 (1986). Thus, where no material fact is in dispute, the moving party need only establish that it is entitled to judgment as a matter of law. Anderson, 477 U.S. at 248. Conversely, where there is a dispute as to an issue of material fact, the moving party must establish that the factual dispute is not a genuine one. Id.

         The party moving for summary judgment bears an initial burden of identifying evidence that it believes demonstrates the absence of a genuine issue of material fact. Conoshenti v. Pub. Serv. Elec. & Gas Co., 364 F.3d 135, 145-46 (3d Cir. 2004). Once the moving party has carried this initial burden, “the nonmoving party must come forward with specific facts showing that there is a genuine issue for trial.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87 (1986) (internal quotation marks omitted). If the non-moving party “fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden at trial, ” summary judgment is warranted. Celotex, 477 U.S. at 322. With respect to the sufficiency of the evidence that the non-moving party must provide, a court should grant summary judgment where the non-movant's evidence is merely colorable, conclusory, or speculative. Anderson, 477 U.S. at 249-50. There must be more than a scintilla of evidence supporting the non-moving party and more than some metaphysical doubt as to the material facts. Id. at 252; see also Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986).

         In determining whether there is a genuine issue of material fact, the court must view the facts and all reasonable inferences in favor of the nonmoving party. Moore v. Tartler, 986 F.2d 682 (3d Cir. 1993); Clement v. Consolidated Rail Corp., 963 F.2d 599, 600 (3d Cir. 1992); White v. Westinghouse Electric Co., 862 F.2d 56, 59 (3d Cir. 1988). In deciding a motion for summary judgment, the court need not accept allegations that are merely conclusory in nature, whether they are made in the complaint or a sworn statement. Lujan v. Nat'l Wildlife Fed'n, 497 U.S. 871, 888 (1990). Moreover, the court's function is not to make credibility determinations, weigh evidence, or draw inferences from the facts. Anderson, 477 U.S. at 249. Rather, the court must simply “determine whether there is a genuine issue for trial.” Id.

         III. DISCUSSION[3]

         A. Negligence Counterclaims (Counts I - IV)

         Defendants have brought a number of counterclaims against Plaintiffs, alleging negligence in the care and treatment of Fantasy Lane horses while boarded at Penn Ridge. (Doc. No. 8.) Specifically, Count I alleges negligence in failing to control the mayfly population and to vaccinate horses every three months to prevent an outbreak of Potomac Horse Fever, which resulted in the loss of broodmare “Queen of Rock” and her unborn foal, and medical expenses incurred to treat “Ambling Rose.” (Id.) Count II alleges negligence in failing to properly monitor weanlings when removed from their mothers, which resulted in the loss of thoroughbred “Nureyev's Ballet 2014.” (Id.) Count III asserts negligence in failing to maintain the pastures and other areas on the premises of Penn Ridge, which resulted in Fantasy Lane's yearlings contracting tapeworm and the loss of “Jean's Diamond, ” and Count IV asserts negligence resulting in injuries sustained by “Roosevelt Lane” while left unattended at Penn Ridge's facilities. (Id.)

         Plaintiffs move for summary judgment on Defendants' negligence-based counterclaims, arguing that such claims are barred by a duly executed Release entered into by Fantasy Lane, Hutt, and Edelson Equine Associates on September 25, 2014. (Doc. No. 26 at 8.) The Release provides, in relevant part:

I, Robert L. Hutt, for and in consideration of Edelson Equine's reduction of the bill from $9, 437.10 to $4, 000.00, the sufficiency of which is hereby acknowledged, do hereby release and forever discharge Edelson Equine, its owner, agents, employees, successors and assigns, and their respective heirs, personal representatives, affiliates, successors and assigns, and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, none of whom admit any liability to the undersigned, but all expressly denying liability, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, including any claims for costs, expenses, attorney's fees and disbursements, which I now have or may hereafter have, arising out of or in any way relating to any and all injuries and damages of any and every kind, to both person and property, and also any and all injuries and damages that may develop in the future, as a result of or in any way relating to the care and/or treatment of any [Fantasy Lane] horses stabled at Penn Ridge Stable.
It is understood and agreed that this reduction of the bill is made and received in full and complete settlement and satisfaction of the causes of action, claims and demands mentioned or in any way relating to those mentioned herein; that this Release contains the entire agreement between the parties; and that the terms of this Agreement are contractual and not merely a recital. Furthermore, this Release shall be binding upon the undersigned, and his respective heirs, executors, administrators, personal representatives, successors and assigns.

(Doc. No. 25-6 at 2.) Plaintiffs assert that this general Release absolves them from liability, as it expressly and unequivocally exculpates “any and all persons, firms or corporations liable or who might be claimed liable, whether or not herein named . . . from any and all injuries and damages of any and every kind . . . relating to the care and/or treatment of any” Fantasy Lane horses stabled at Penn Ridge. (Id.)

         In opposition to Plaintiffs' motion for partial summary judgment, Defendants do not challenge the construction or interpretation of the terms of the Release, but rather, attack the validity of the Release by advancing a theory that the Release was procured by fraud. (Doc. No. 27.) Specifically, Defendants argue that the Release was fraudulently obtained through alleged misrepresentations made by Dr. Edelson, the owner and duly authorized representative of Edelson Equine Associates, regarding certain revisions to the Release. (Id. at 7.) Defendants contend that Dr. Edelson secured Defendants' execution of the finalized version of the Release by misrepresenting in an attached cover letter that his attorney made technical revisions to the Release to bring it into compliance with Pennsylvania law, when in actuality, his attorney had substantially modified the terms of the Release by inserting broader exculpatory language releasing unnamed third parties from liability. (Id.)

         In an effort to withstand Plaintiffs' motion for summary judgment, Defendants have submitted certain evidentiary materials that they argue create a genuine issue of material fact as to the validity of the Release. Specifically, Defendants produce Hutt's sworn declaration, wherein he attests to the following:

4. In September 2014, I was contacted by Dr. Edelson who said he wished to discuss a settlement agreement pursuant to which Fantasy Lane ...

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