United States District Court, W.D. Arkansas, Fort Smith Division
OPINION AND ORDER
HOLMES, III, CHIEF U.S. DISTRICT JUDGE.
the Court are cross motions for summary judgment. Plaintiff
Arkansas Warehouse, Inc. (“Arkansas Warehouse”)
filed a motion for summary judgment (Doc. 11) and supporting
documents (Docs. 12, 13) on March 11, 2016. Defendant
Saint-Gobain Ceramics & Plastics Inc.
(“Saint-Gobain”) filed a response in opposition
(Docs. 15, 16), to which Arkansas Warehouse replied (Doc.
20). Saint-Gobain has also filed a motion for summary
judgment (Doc. 17) with supporting documents (Docs. 18, 19),
to which Arkansas Warehouse has responded in opposition
(Docs. 21-23), and Saint-Gobain replied (Doc. 24).
Saint-Gobain filed a motion to continue the trial scheduled
for November 7, 2016 (Doc. 25), and Arkansas Warehouse
responded in opposition to a continuation. (Doc. 26). For the
following reasons, the Court finds that Saint-Gobain's
motion for summary judgment (Doc. 17) should be GRANTED, and
Arkansas Warehouse's motion for summary judgment (Doc.
11) should be DENIED. The motion to continue trial (Doc. 25)
will be DENIED AS MOOT.
in 2013, Oxane Materials, Inc. (“Oxane”) entered
into three month-to-month oral contracts with Arkansas
Warehouse for the lease of warehouse spaces in Fort Smith,
Arkansas. (Doc. 13, ¶¶ 5, 7-10). Oxane used the
Arkansas Warehouse space to store raw materials and
byproducts (collectively, “the materials”)
involved in its manufacturing processes. (Doc. 12, pp. 2-3).
Arkansas Warehouse was consistently billing Oxane $52, 050
per month for the continued use of the warehouse spaces at
issue before this case arose. (Doc. 13, ¶ 14). In May
2015, Oxane ceased making payments under the oral contract.
(Doc. 13, ¶ 20). On May 13, 2015, Oxane entered into a
written contract with Saint-Gobain to sell the materials to
Saint-Gobain. (Doc. 13, ¶ 16). Under that contract
Saint-Gobain obligated itself to ship and dispose of the
materials, and agreed that it would “endeavor” to
do so on or before July 15, 2015. (Doc. 23, Ex. 3, ¶ 2).
Saint-Gobain did not remove the last of the materials until
October 19, 2015. (Doc. 13, ¶ 26). For the period of
time between May 13, 2015, and October 31, 2015, Arkansas
Warehouse periodically billed Saint-Gobain for the use of the
warehouse storage space. (Doc. 13, ¶¶ 27-34).
Saint-Gobain refused to pay these bills, and to date has not
paid any rent to Arkansas Warehouse. (Doc. 13, ¶¶
Standard of Review
Federal Rule of Civil Procedure 56(a), “[t]he court
shall grant 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.” The moving
party bears the burden of proving the absence of a genuine
dispute of material fact and that it is entitled to judgment
as a matter of law. Fed.R.Civ.P. 56(c); Matsushita Elec.
Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87
(1986); Nat'l Bank of Commerce of El Dorado, Ark. v.
Dow Chem. Co., 165 F.3d 602 (8th Cir. 1999). When the
moving party has met its burden, the non-moving party must
“come forward with ‘specific facts showing that
there is a genuine issue for trial.'”
Matsushita, 475 U.S. at 587 (quoting Fed.R.Civ.P.
56(c)). “The nonmoving party must do more than rely on
allegations or denials in the pleadings, and the court should
grant summary judgment if any essential element of the prima
facie case is not supported by specific facts sufficient to
raise a genuine issue for trial.” Register v.
Honeywell Fed. Mfg. & Techs., LLC, 397 F.3d 1130,
1136 (8th Cir. 2005) (citing Celotex Corp. v.
Catrett, 477 U.S. 317, 324 (1986)).
same standard applies where, as here, the parties file cross
motions for summary judgment. When the parties agree that
there exists no genuine issue as to any material fact,
“summary judgment is a useful tool whereby needless
trials may be avoided, and it should not be withheld in an
appropriate case.” United States v. Porter,
581 F.2d 698, 703 (8th Cir. 1978). Each motion should be
reviewed in its own right, with each side “entitled to
the benefit of all inferences favorable to them which might
reasonably be drawn from the record.” Wermager v.
Cormorant Twp. Bd., 716 F.2d 1211, 1214 (8th Cir. 1983).
“[W]here conflicting inferences as to a material fact
may reasonably be drawn from the materials before the court,
the case is not appropriate for summary judgment.”
party cannot defeat a summary judgment motion by asserting
the mere existence of some alleged factual dispute between
the parties; the party must assert that there is a genuine
issue of material fact.” Quinn v. St. Louis
Cnty., 653 F.3d 745, 751 (8th Cir. 2011) (internal
quotation omitted). “In order to show that disputed
facts are material, the party opposing summary judgment must
cite to the relevant substantive law in identifying facts
that might affect the outcome of the suit.”
Court will first analyze the existing lease contracts between
Oxane and Arkansas Warehouse for the use of Arkansas
Warehouse's facilities, and then look at the sales
contract for the transfer of the materials from Oxane to
Saint-Gobain. After reviewing these existing contracts, the
Court will explain why there is no need to imply a contract
as a matter of law because complete legal relief can be
achieved under the express contracts that exist.
Contracts for the Lease of Premises Between Arkansas
Warehouse and Oxane
Warehouse and Oxane entered into three valid oral contracts
for the lease of commercial facilities. (Doc. 11-3, ¶
6). Arkansas Warehouse presented evidence suggesting that the
rates used in the leases were “negotiated at arm's
length” and “commercially reasonable in light of
existing lease and storage rates in the Fort Smith
area.” (Doc. 11-3, ¶ 16). These agreements went on
for some time, and there is no indication that either party
had any trouble with these leases until Oxane stopped paying
rent. The leases represented a substantial source of income
for Arkansas Warehouse, which billed Oxane $52, 050 each
month. (Doc. 11-3, ¶ 25). The evidence of this ordinary
course of dealing establishes that there was an express
contract-albeit an oral one-between Arkansas Warehouse and
Warehouse does not contest the validity, completeness, or
fairness of the allocation of risk in its contract with
Oxane. Instead, it urges the Court to find that this was not
an express contract that would preclude Arkansas
Warehouse's unjust enrichment claim because that contract
was oral instead of written. (Doc. 12, p. 17). The case law
on this point focuses its analysis on the completeness of the
contract in dispute rather than its form. See Sparks
Reg'l Med. Ctr. v. Blatt, 935 S.W.2d 304, 308 (Ark.
1996) (explaining that courts should look for an
“underlying express contract [that] already exists and
fairly distributes the risks among the parties
involved”). While some Arkansas cases suggest that an
express contract should be in writing to preclude an unjust
enrichment action between the parties to the contract, there
are also cases that do not state that the form of the
contract should be dispositive. That is, although Arkansas law
regards reducing an express contract to writing as prudent,
it is not required. Therefore, the Court will not ignore the
contract between Arkansas Warehouse and Oxane solely because
of its form. Furthermore, the statute of frauds is not at
issue in this case. While this commercial contract between
two businesses for the lease of several large warehouses
resulting in monthly billing of $52, 050 would no doubt have
been more comprehensive had it been in writing, the absence
of a writing does not allow the avoidance of an oral contract
the validity of which is not in dispute. The Court finds that
the lease contract between Arkansas Warehouse and Oxane was a
valid and complete contract regardless of the fact that it
was oral instead of written.
relief may be available to Arkansas Warehouse under this
contract. Arkansas Warehouse and Saint-Gobain dispute whether
this contract was cancelled by Oxane, and if so, when it was
cancelled. (Doc. 12, pp. 6-7; Doc. 18, pp. 8-9). There is
also some dispute between the parties about the timing and
legal effect of Oxane's bankruptcy proceedings. (Doc. 19,
¶ 3; Doc. 23, ¶ 3). These disputes are not
dispositive, however, as they do not change the fact that
Arkansas Warehouse has an avenue of relief against Oxane
under their express contract. If the contract was not
cancelled, then Arkansas Warehouse would have a breach of
contract action against Oxane for continued occupation of the
premises without payment of rent. If the contract was
cancelled, then Arkansas Warehouse would have an action
against Oxane to either compel Oxane to remove the materials
or pay for the cost of removal to restore the premises to the
condition before Oxane's occupation with the materials.
If any of Oxane's obligations to Arkansas Warehouse were
affected by Oxane's ...