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Sandretto and Nightingale Obtain Summary Judgment in Breach of Contract Case


Eastman & Smith members Mark W. Sandretto  and Adam S. Nightingale recently obtained summary judgment in excess of $650,000 for a distributor in federal court.  At issue was a dispute over the existence and extent of a contractual relationship. 

The defendant retailer claimed that the writing memorializing its agreement with the distributor was insufficiently definite to satisfy the elements of an enforceable contract.  However, the court ruled the agreement conformed to Ohio UCC law and was sufficiently definite in all respects to be enforced.  The retailer was adjudged to be in breach of contract for non-payment of several months’ worth of invoices for products delivered by the distributor as well as contractual interest.  Additionally, the retailer’s counterclaim against the distributor for allegedly unpaid rebates was dismissed.  The court concluded the distributor did not owe any rebates to the retailer because the retailer was the first to materially breach the agreement.  The retailer’s counterclaim for delivery of allegedly nonconforming product also was dismissed due to the retailer’s failure to provide the required written notice of breach.  

The retailer’s contract also included a personal guarantee of payment from the retailer’s owners.  This, too, was deemed valid and enforceable by the court, making the owners personally liable for payment of the delinquent invoices. 

Mr. Sandretto and Mr. Nightingale regularly represent companies and individuals in complex business and commercial litigation matters.