Rule 56 of the Federal Rules of Civil Procedure provides that summary judgment "shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." To preclude the entry of summary judgment, the non-movant must make a sufficient showing on every essential element of its case on which it has the burden of proof at trial.
During early 1987, representatives of plaintiff Continental and defendant Scott entered into negotiations concerning a potential supply and distribution agreement whereby Continental would supply hotel amenity products to Scott and Scott would distribute the products within designated areas of the United States. Beginning in May, 1987 and continuing throughout the negotiations period, Scott representatives prepared at least five drafts of a written Supply and Distribution Agreement, which they submitted to Continental. Each new draft incorporated changes which had resulted from negotiations about the prior draft and the subsequent revised draft then became the basis for further negotiations. On July 19, 1987, Scott, through Jim Smith, announced internally that Scott and Continental had reached a supply and distribution agreement in principle. Continental relied on several oral agreements to be binding, while Scott alleges it intended to be bound only by terms set forth in a written contract executed by both parties. Meetings and negotiations continued and on September 1987, Scott informed Continental that it was no longer interested in pursuing the venture. Plaintiff filed an action for breach of contract while defendant filed a motion for summary judgment. The court granted the summary judgment.
Was there an absence of a genuine issue as to any material fact thereby entitling defendant to summary judgment?
Plaintiff Continental has failed to overcome Scott's summary judgment motion. Continental has failed to generate a genuine issue of material fact regarding whether Scott intended to be bound by an oral agreement or only by a written and executed agreement. The summary judgment record shows that, based upon all of the circumstances, Scott communicated its intent to be bound only by a written contract, signed by both parties. No such contract ever existed.