Benz Farm, LLP v. Cavendish Farms, Inc.
803 N.W.2d 818
N.D.2011Background
- Cavendish Farms operates a potato processing facility; Benz Farm, LLP grows/sells potatoes.
- In 2006, they executed Grower Storage and Company Storage Agreements, buying/storing specified potato quantities; Exhibit A was not finalized.
- Field Detail Forms were submitted but not signed by Cavendish, leaving field designations unsettled.
- Rot/pink eye potatoes were found in 2006; Cavendish hesitated to accept into storage; parties allegedly discussed 'switching fields'.
- Cavendish ultimately accepted 80,000 cw of affected potatoes; Benz disposed of 70,000 cw as hog feed.
- In 2007, a Company Storage Agreement followed; Benz alleged numerous oral delivery-date modifications by Cavendish.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment dismissing the 2006 contract claim was proper | Benz contends oral modification existed to store deteriorated potatoes. | No valid oral modification; written no-oral-modification clause controls. | Yes; summary judgment proper; no enforceable oral modification. |
| Whether the Unlawful Sales or Advertising Practices Act applies to a purchaser | Cavendish, as purchaser, can be liable under the Act. | Act targets sellers/advertisers; does not create a claim against purchasers. | No; Act applies to sellers/advertisers only. |
| Whether denial of leave to amend was an abuse of discretion | Benz sought to add new theories late in the case. | Late amendment would be prejudicial and futile. | No; district court did not abuse discretion. |
| Whether Cavendish can recover attorney fees | Fees should be limited to claims arising from oral modifications. | Litigation arose from written contracts; fee clause applies to all claims. | Yes; fees awarded under written agreements. |
Key Cases Cited
- Dalan v. Paracelsus Healthcare Corp., 2002 ND 46 (N.D. 2002) (no-oral-modification clauses enforced)
- Cavendish Farms, Inc. v. Mathiason Farms, Inc., 2010 ND 236 (N.D. 2010) (sale of future crop under U.C.C.; no oral modification)
- Red River Commodities, Inc. v. Eidsness, 459 N.W.2d 811 (N.D. 1990) (U.C.C. 2-209 modification framework)
- Ackre v. Chapman & Chapman, P.C., 2010 ND 167 (N.D. 2010) (private Act action context)
- State ex rel. Simple.net, Inc. v. Stenehjem, 2009 ND 80 (N.D. 2009) (deceptive practices enforcement context)
- Jorgenson v. Agway, Inc., 2001 ND 104 (N.D. 2001) (Act applicability to sellers/advertisers)
- Spaeth v. Eddy Furniture Co., 386 N.W.2d 901 (N.D. 1986) (historical Act interpretation guidance)