Accusoft Corporation v. Quest Diagnostics
4:12-cv-40007
D. Mass.Jul 24, 2015Background
- Accusoft sued Quest/MedPlus over alleged out-of-license use of ImageGear in OptiMaxx and ChartMaxx following a 2001 license; dispute intensified around the 2011 Proposed License and related payments.
- Quest/MedPlus argued Accusoft’s Florida UCC license obligations and prior conduct created an enforceable contract; a October 7, 2011 oral agreement was alleged.
- Accusoft contends Statute of Frauds bars enforcement absent a signed writing, and that there was no ratification or authority to bind it to a new agreement.
- Question of whether a Florida UCC contract existed hinges on alleging a valid writing or a ratified agreement between the parties.
- Court considered whether the 2011 invoice sufficed as a writing, whether Quest’s November 2011 payment was a partial payment taking the contract out of the Statute of Frauds, and whether Accusoft ratified any oral deal; held that summary judgment should be denied on Quest’s counterclaims and related defenses.
- Conclusion: Magistrate Judge recommended denying Accusoft’s summary judgment motion on Quest’s breach of contract, anticipatory repudiation, promissory estoppel, and related defenses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Statute of Frauds bars Quest’s contract claim | Quest: invoice suffices to satisfy the Statute of Frauds | Accusoft: no signed writing; no enforceable contract | Genuine fact questions; Statute of Frauds not bar at this stage |
| Partial payment defeats Statute of Frauds | Quest: $24,444.50 payment is a partial payment on the contract | Accusoft: payment not tied to contract; no acceptance | Question of fact on whether payment constitutes ratification; Statute of Frauds not bar at this stage |
| Whether Accusoft ratified the oral agreement | Accusoft’s conduct (invoice issuance, payment handling) ratified | No authority; no express ratification | Material questions of fact remain; summary judgment denied on breach/repudiation thus not barred by ratification issues |
| Promissory estoppel survives | Detrimental reliance on Puskaric’s promise; damages include $24,444.50 payment | Reliance not reasonable; lack of authority; many disputed facts | Questions of fact exist; promissory estoppel claim not barred at this stage |
Key Cases Cited
- Impossible Electronics Techniques, Inc. v. Wackenhut Protective Systems, Inc., 669 F.2d 1026 (5th Cir. 1982) (memorandum sufficiency under Statute of Frauds; writing may be flexible in form)
- Ashland Oil, Inc. v. Pickard, 269 So. 2d 714 (Fla. Dist. Ct. App. 1972) (signed memorandum required; signing includes authentication)
- Rank v. Sullivan, 132 So. 2d 32 (Fla. Dist. Ct. App. 1961) (adequacy of memorandum under Fla. Stat. 672.201(1))
- Bertram Yacht Sales, Inc. v. West, 209 So. 2d 677 (Fla. Dist. Ct. App. 1978) (down payment may remove contract from Statute of Frauds)
- Songbird Jet, Ltd. v. Amax, Inc., 581 F. Supp. 912 (S.D.N.Y. 1984) (discusses partial payment in Statute of Frauds context (not official reporter))
- Citibank, N.A. v. Data Lease Fin. Corp., 828 F.2d 686 (11th Cir. 1987) (agency authority and ratification questions lie for jury)
- Molinso Valle Del Cibao, C. por. A. v. Lama, 633 F.3d 1330 (11th Cir. 2011) (ratification evidences can be shown by acceptance of benefits)
- Spurrier v. United Bank, 359 So.2d 908 (Fla. Dist. Ct. App. 1978) (ratification by acceptance of contract benefits)
- Banyan Corp. v. Schucklat Realty, Inc., 611 So. 2d 1281 (Fla. Dist. Ct. App. 1992) (agency ratification and authority questions under Florida law)
- Deutsche Credit Corp. v. Peninger, 603 So. 2d 57 (Fla. Dist. Ct. App. 1992) (agency questions for jury)
- Fin. Fire & Casualty Co. v. Southmost Vegetable Co-Op. Ass’n, 212 So.2d 69 (Fla. Dist. Ct. App. 1968) (agency scope and authority)
- Impossible Electronics Techniques, Inc. v. Wackenhut Protective Systems, Inc., 669 F.2d 1026 (5th Cir. 1982) (key Statute of Frauds principle cited by Fla. writing)