United States District Court, D. South Carolina, Aiken Division
ORDER AND OPINION
I.
RELEVANT FACTUAL AND PROCEDURAL BACKGROUND
Plaintiff
was in the process of remodeling its hotel, and on or about
October 2015 and November 2015, it allegedly entered into two
contracts with HD Supply Facilities Maintenance, Ltd.
(“HD Supply”) to provide furniture and various
goods for the remodel. (ECF No. 1-1 at 5 ¶¶ 5-6.)
In December 2014, [1] HD Supply alleges that it subcontracted
with N3A Manufacturing, Inc. (hereinafter
“Hotelure”) to craft the furniture for the
remodel. (ECF No. 21 at 8 ¶ 51.) Further, HD Supply
alleges that Hotelure did not provide the furniture pursuant
to the subcontract with HD Supply because the furniture was
allegedly held by the United States Customs and Border
Protection (“Customs”). (Id. at 5 ¶
30, 8-9 ¶¶ 50-56.) Due to this alleged hold,
Plaintiff never received its furniture. (ECF No. 21 at 5
¶ 30.)
On July
29, 2016, Plaintiff filed its initial Complaint against HD
Supply in the Court of Common Pleas, Aiken County, South
Carolina. (ECF No. 1-1.) On September 12, 2016, Defendant
removed this case to this court on the basis of diversity
jurisdiction, pursuant to 28 U.S.C. § 1332. (ECF No.
1-2.) On November 23, 2016, Plaintiff filed an Amended
Complaint. (ECF No. 20.) Plaintiff alleges breach of contract
and breach of contract accompanied by a fraudulent act. (ECF
No. 1-1 at 5 ¶ 8, ECF No. 20 at 1-2 ¶ 1.) On
November 28, 2016, HD Supply answered Plaintiff's
Complaint, alleged counterclaims against Plaintiff, and filed
a Third-Party Complaint against Hotelure. (ECF No. 21.) On
August 22, 2017, HD Supply filed a Motion for Summary
Judgment (ECF No. 80). On September 5, 2017, Plaintiff
responded (ECF No. 88) to HD Supply's Motion for Summary
Judgment (ECF No. 80).[2] On September 8, 2017, the court filed an
Amended Scheduling Order (ECF No. 91) in which it stayed its
rulings on the Motions for Summary Judgment (ECF Nos. 80, 81)
until February 20, 2018. This Scheduling Order also allowed
the parties to withdraw and/or replace associated filings
until February 20, 2018. (ECF No. 91 at 2 ¶ 3.) On
February 14, 2018, Plaintiff responded in support of its
Motion for Summary Judgment (ECF No. 81). (ECF No. 117.) On
February 15, 2018, pursuant to the provisions of the Amended
Scheduling Order, HD Supply replaced its Motion for Summary
Judgment (ECF No. 80). (ECF No. 118). On February 27, 2018,
HD Supply withdrew (ECF No. 122) its original Motion for
Summary Judgment (ECF No. 80), and Plaintiff filed a Motion
for Hearing (ECF No. 121) on HD Supply's Replacement
Motion for Summary Judgment (ECF No. 118). A hearing on all
outstanding motions (ECF Nos. 80, 118) was set for March 19,
2018. (ECF No. 124.) On March 1, 2018, Plaintiff responded to
HD Supply's Replacement Motion for Summary Judgment (ECF
No. 118). (ECF No. 127.)
Before
the court is Defendant HD Supply's Replacement Motion for
Summary Judgment (ECF No. 118). For the reasons stated below,
the court DENIES HD Supply's Motion (ECF
No. 118).
II.
JURISDICTION
The
court has jurisdiction over this case pursuant to 28 U.S.C.
§ 1332, as Plaintiff and HD Supply are diverse parties,
and the amount in controversy is greater than $75, 000,
exclusive of interests and costs. (ECF No. 1 at 1-2
¶¶ 2, 4; ECF No. 1-1 at 4-5 ¶¶ 1-2, 9.)
Because the court sits in diversity jurisdiction it must
apply federal procedural law and state substantive law.
See Gasperini v. Ctr. for Humanities, Inc., 518 U.S.
415, 427 (1996).
III.
LEGAL STANDARD
Summary
judgment should be granted “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). A fact is “material” if proof
of its existence or nonexistence would affect the disposition
of the case under the applicable law. Anderson v. Liberty
Lobby Inc., 477 U.S. 242, 248-49 (1986). A genuine
question of material fact exists where, after reviewing the
record as a whole, the court finds that a reasonable jury
could return a verdict for the nonmoving party. Id.
at 248.
In
ruling on a motion for summary judgment, a court must view
the evidence in the light most favorable to the nonmoving
party. Perini Corp. v. Perini Constr., Inc., 915
F.2d 121, 124 (4th Cir. 1990) (citing Pignons S.A. De
Mecanique v. Polaroid Corp., 657 F.2d 482, 486 (1st Cir.
1981)). The nonmoving party may not oppose a motion for
summary judgment with mere allegations or denials of the
movant's pleading, but instead must “set forth
specific facts” demonstrating a genuine issue for
trial. Fed.R.Civ.P. 56(c); see Celotex Corp. v.
Catrett, 477 U.S. 317, 324 (1986); Anderson,
477 U.S. at 252. All that is required is that
“sufficient evidence supporting the claimed factual
dispute be shown to require a jury or judge to resolve the
parties' differing versions of the truth at trial.”
Anderson, 477 U.S. at 249 (citing First
Nat'l Bank of Arizona v. Cities Serv. Co., 391 U.S.
253 (1968)). “Mere unsupported speculation . . . is not
enough to defeat a summary judgment motion.” Ennis
v. Nat'l Ass'n of Bus. & Educ. Radio, Inc.,
53 F.3d 55, 62 (4th Cir. 1995). “[T]he burden [to show
no genuine issue of material fact] on the moving party may be
discharged by ‘showing'-that is, pointing out to
the district court-that there is an absence of evidence to
support the nonmoving party's case.” Celotex
Corp., 477 U.S. at 325.
“In
[ ] a situation [where a party fails to make a showing
sufficient to establish an essential element of their case,
on which they will bear the burden of proof at trial], there
can be ‘no genuine issue as to any material fact, '
since a complete failure of proof concerning an essential
element of the nonmoving party's case necessarily renders
all other facts immaterial. The moving party is
‘entitled to a judgment as a matter of law' because
the nonmoving party has failed to make a sufficient showing
on an essential element of their case with respect to which
she has the burden of proof.” Id. at 322-23.
IV.
ANALYSIS
A.
Existence of a Contract “[T]he essential
elements of any contract are a contractual intent, followed
by an actual meeting of the minds of the parties and
accompanied by a valid consideration.” Baylor v.
Bath, 1 S.E.2d 139, 140 (S.C. 1938); see also Pierce
v. Nw. Mut. Life Ins. Co., 444 F.Supp. 1098, 1106
(D.S.C. 1978) (“The essentials of a contract are an
offer, an acceptance, and valuable consideration.”).
“In order for there to be a binding contract between
parties, there must be a mutual manifestation of assent to
the terms [of the contract].” Edens v. Laurel Hill,
Inc., 247 S.E.2d 434, 436 (S.C. 1978). The parties must
“have a meeting of the minds as to all essential and
material terms of the agreement.” Davis v.
Greenwood Sch. Dist. 50, 620 S.E.2d 65, 67 (S.C. 2005)
(citing Player v. Chandler, 382 S.E.2d 891, 894
(S.C. 1989)). These essential terms include “price,
time, and place.” Edens, 247 S.E.2d at 436
(citing 17 C.J.S. Contracts, § 36(2)).
“If
the evidence [before the court] is conflicting or raises more
than one reasonable inference as to the formation of a
contract, the issue should be submitted to a jury.”
Hendricks v. Clemson Univ., 578 S.E.2d 711, 716
(S.C. 2003) (citing Benya v. Gamble, 21 S.E.2d 57,
60 (S.C. Ct. App. 1984)). However, “[when the] the
material facts concerning the formation of an alleged
contract are not in dispute, the issue of contract vel
non is a question of law.” W.E. Gilbert &
Assocs. v. S.C. Nat. Bank, 330 S.E.2d 307, 309 (S.C. Ct.
App. 1985) (quoting Valjar, Inc. v. Maritime Terminals,
Inc., 265 S.E.2d 734, 736 (Va. 1980)).
In this
case, Plaintiff presents evidence of three documents which
are integral to its assertion that there is a contract in
this case, (1) two bid forms which include the required
deposit amounts needed to order the furniture (ECF No. 127-1
at 11-14), (2) a copy of its account showing that it made two
payments to HD Supply equaling the required deposit amounts
(id. at 21), and (3) two order confirmations from HD
Supply (id. at 16-19). HD Supply asserts that
Plaintiff's request for furniture only “involved
conversations and an invoice rather than a formal written
contract.” (ECF No. 118 at 5.) It seems undisputed that
the parties had some form of arrangement for the purchase of
furniture, however, HD supply challenges whether a contract
exists, stating “[ ] any arrangement between Plaintiff
and [HD Supply] was not a formal contract and cannot be
enforced under the [s]tatute of [f]rauds.” (ECF No. 118
at 5.) Plaintiff's presentation of the bid form, down
payment, and order confirmation rebuts HD Supply's
assertion, ...