Taita Chem. Co. v. Westlake Styrene Corp. - 246 F.3d 377 (5th Cir. 2001)

Rule:

Summary judgment is appropriate if no genuine issue of material fact exists, and the moving party is entitled to judgment as a matter of law. When a motion for summary judgment is made, the nonmoving party must set forth specific facts showing that there is a genuine issue for trial. Issues of material fact are "genuine" only if they require resolution by a trier of fact. 

Facts:

Taita Chemical Co., Ltd. ("Taita"), along with three other companies, entered into a joint venture to form Westlake Styrene Corporation ("Westlake"), a producer of styrene monomer. Later, Taita and Westlake entered into a long-term, take-or-pay contract, under which Taita agreed to purchase 40% of defendant's production capacity. Taita was to receive a discounted price. Taita sued for breach the contract and Westlake raised several affirmative defenses. The district court granted Westlake summary judgment. 

Issue:

Did genuine issues of material fact exist rendering the summary judgment improper?

Answer:

Yes.

Conclusion:

Affirming in part, the appeals court held that the district court correctly found the language of the contract's pricing clause unambiguous. Reversing in part and remanding, the appeals court held there were genuine issues as to whether Taita’s conduct in dealing with defendant constituted assent to a contract modification, or a waiver. There was also a material issue as to equitable estoppel.