MDK Sociedad v. Proplant, 25 F.4th 360

Background:

MDK (a Bolivian company) and Proplant (a Texas corporation) collaborated to bid for a YPFB operations & maintenance (O&M) contract; MDK agreed to tender a $500,000 bid bond and assist with documents.
On December 13–14, 2016 the parties executed a Commitment Agreement: MDK would provide bid support and a bond; Proplant promised various obligations if it were "awarded" the project (including payment of $500,000 if it declined to execute, subcontracting MDK, and a $1M profit share).
Proplant bid on the project in December 2016 and again in January 2017; MDK alleges Proplant failed to provide a required performance bond and later told MDK it would not submit the bond after the award.
YPFB ultimately "declared the project deserted" (April 21, 2017); Bolivian counsel advised the parties that YPFB should return the bid bond but noted political risks of litigation against the Bolivian State.
MDK sued Proplant in 2018 for breach of an earlier October document, breach of the Commitment Agreement, and multiple tort theories; the district court limited formal discovery, ordered the parties to "talk," and later granted Proplant's motion for summary judgment before discovery was completed.
The Fifth Circuit affirmed: MDK failed to show prejudice from early summary judgment (no proper Rule 56(d) showing), waived certain appellate arguments, and failed to produce competent evidence to defeat summary judgment on both contract claims.

Issues:

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the district court abused its discretion by ruling on summary judgment before discovery (Rule 56(d))	MDK: discovery was incomplete; summary judgment was premature.	Proplant: Rule 56 permits motions before discovery; MDK never filed a Rule 56(d) affidavit or identified specific facts it could obtain.	No abuse; MDK failed to satisfy Rule 56(d) specificity requirement.
Whether MDK preserved arguments that the SJ motion/order were legally deficient (e.g., reliance on hearsay; court dismissed torts sua sponte)	MDK raised these defects in its reply brief.	Proplant: issues are waived because not raised in the opening brief.	Waived: Fifth Circuit refused to consider new arguments raised first in reply.
Whether the unsigned October Document was an enforceable contract	MDK: contends Proplant breached the October Document.	Proplant: October Document was not executed by MDK (no mutual, binding contract).	No enforceable contract; summary judgment for Proplant because MDK produced no evidence it executed the document.
Whether Proplant breached the Commitment Agreement (condition precedent: award)	MDK: Proplant was "awarded" the project (March 22, 2017) and breached by failing to provide bond/payments.	Proplant: YPFB deserted the project and never executed a contract; award was a condition precedent, so Proplant had no obligation.	No breach: MDK failed to produce competent admissible evidence (untranslated Spanish documents insufficient) that the award occurred; condition precedent unsatisfied.

Key Cases Cited

Mendez v. Poitevent, 823 F.3d 326 (5th Cir. 2016) (Rule 56 does not require discovery before summary judgment)
Am. Family Life Assurance Co. of Columbus v. Biles, 714 F.3d 887 (5th Cir. 2013) (requirements for Rule 56(d) specificity)
Raby v. Livingston, 600 F.3d 552 (5th Cir. 2010) (nonmovant must identify specific facts discoverable that would create a genuine dispute)
Nola Spice Designs, L.L.C. v. Haydel Enterprises, Inc., 783 F.3d 527 (5th Cir. 2015) (summary judgment standard and movant’s initial burden)
E.E.O.C. v. LHC Grp., Inc., 773 F.3d 688 (5th Cir. 2014) (movant must identify record portions demonstrating absence of genuine dispute)
Centex Corp. v. Dalton, 840 S.W.2d 952 (Tex. 1992) (definition and effect of a condition precedent)
USAA Texas Lloyds Co. v. Menchaca, 545 S.W.3d 479 (Tex. 2018) (contract requires execution and delivery with intent to be mutual and binding)
United States v. Valdivia, 680 F.3d 33 (1st Cir. 2012) (foreign-language documents submitted without English translations generally not considered)
Washington v. Allstate Ins. Co., 901 F.2d 1281 (5th Cir. 1990) (denial of Rule 56 continuance reviewed for abuse of discretion)
Pathfinder Oil & Gas, Inc. v. Great W. Drilling, Ltd., 574 S.W.3d 882 (Tex. 2019) (elements required to prove breach of contract under Texas law)