Maverick Group Marketing, Inc. v. Worx Environmental Products, Inc.
99 F. Supp. 3d 822
W.D. Tenn.2015Background
- Maverick Group Marketing (Maverick) and Worx executed a Marketing Agency Agreement on Feb. 12, 2007; Maverick sought to develop Wal‑Mart business for Worx and later claimed entitlement to post‑termination commissions.
- Dispute centers on whether Worx effectively terminated the Agreement and whether Maverick had "solicited" orders before the effective Termination Date (120 days after notice).
- Worx contends Abarca’s Feb. 2, 2009 letter (sent by email) or March 10, 2009 email terminated the Agreement; the court found March 10, 2009 was effective notice, making the Termination Date July 10, 2009.
- Maverick sought commissions for Wal‑Mart business Worx obtained in July–Aug. 2009; Worx refused to pay and counterclaimed for breach, misrepresentation, and fraud.
- Court held the MANA Code of Ethics appended to the Agreement was non‑binding/aspirational and rejected Maverick’s contract‑breach arguments based on it.
- Court denied summary judgment on whether "orders solicited" (triggering post‑termination commissions) includes Maverick’s pre‑termination efforts, finding the term ambiguous and a fact issue for trial; granted summary judgment for Maverick on Worx’s counterclaims (breach, misrepresentation, fraud) and granted Worx summary judgment on unjust enrichment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether MANA Code of Ethics is binding contractual term | Maverick: code was part of the Agreement and binding | Worx: code is aspirational, not incorporated into operative contract | Court: Code is nonbinding/aspirational; Maverick’s MANA‑based breach claims fail |
| Whether notice of termination complied with contract (effective date) | Maverick: Agreement not effectively terminated earlier; March 10, 2009 email was notice | Worx: relied on Feb. 2 (or earlier) communications as effective termination | Court: Feb. 2 letter/email ineffective; March 10, 2009 email was effective notice; Termination Date = July 10, 2009 |
| Whether "orders solicited" entitled Maverick to post‑termination commissions | Maverick: its pre‑termination solicitation of Wal‑Mart means commissions are due | Worx: commissions only for actual orders solicited; Maverick did not solicit orders | Court: "orders solicited" ambiguous; material issue for trial — summary judgment denied to both parties on this issue |
| Validity of Worx’s counterclaims (breach, misrepresentation, fraud) | Worx: Maverick failed to perform, misrepresented Wal‑Mart relationships, and altered Agreement | Maverick: performed, had Wal‑Mart contacts, any altered draft was a draft or harmless; no reliance or injury | Court: Worx failed to identify contract provision breached or show reliance/injury from alleged misrepresentations/alterations; Maverick wins on counterclaims |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard and nonmoving party burden)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (requiring more than metaphysical doubt to defeat summary judgment)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (standard for reviewing evidence at summary judgment)
- Planters Gin Co. v. Fed. Compress & Warehouse Co., 78 S.W.3d 885 (Tenn. 2002) (contract interpretation and ambiguity rules)
- Staubach Retail Servs.-Se., LLC v. H.G. Hill Realty Co., 160 S.W.3d 521 (Tenn. 2005) (treatment of extrinsic agreements and incorporation)