476 F. App'x 717
11th Cir.2012Background
- ISC and GP partnered in 2000 to develop NovaRes, an additive to densify citrus beverages; GP would manufacture, ISC would market.
- GRAS status for NovaRes was granted by FEMA in February 2003, with publication of approval not occurring until August 2005.
- March 10, 2003 contract defined the commercialization period and set sales thresholds (150,000 pounds per quarter initially, then 250,000); the “effective date” began twenty-four months after GRAS/FDA approval as defined in the contract.
- Contract permitted termination by GP if ISC failed to meet purchase thresholds; GP’s termination would trigger ISC’s sole remedy: repurchase of ISC’s NovaRes inventory.
- ISC alleged GP failed to supply sufficient NovaRes and that product quality issues (odors, specks) affected performance; ISC sold 128,650 pounds total; GP terminated November 18, 2005 and repurchased all inventory.
- District court granted summary judgment to GP on the GRAS-date issue and on impossibility of performance; ISC appealed those rulings under Georgia contract law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| GRAS certification date meaning | ISC: GRAS certification refers to FEMA approval, enabling the twenty-four month commercialization period. | GP: GRAS certification refers to FEMA approval, triggering the 계약’s start; publication in Food Technology is not the controlling date. | GRAS certification means FEMA approval; district court proper on summary judgment. |
| Impossibility of performance | ISC argues GP's 2003 conduct rendered performance impossible by 2005. | GP's conduct did not render performance impossible in 2005. | Impossibility claim rejected; contract performance not rendered impossible. |
Key Cases Cited
- Scruggs v. Purvis, 126 S.E.2d 208 (Ga. 1962) (parol evidence admissible to explain ambiguity in contract language)
- McKinley v. Coliseum Health Group, LLC, 708 S.E.2d 682 (Ga. Ct. App. 2011) (contract interpretation steps; parol evidence if ambiguous)
- Taliafaro, Inc. v. Rose, 469 S.E.2d 246 (Ga. Ct. App. 1996) (impossibility or impracticability framework under Georgia law)