Moore v. Goran, LLC
2017 MT 208
| Mont. | 2017Background
- Moore owned a gravel pit (Moore Pit) and contracted with Goran (a contractor on an MDT project) to sell crushed aggregate; Goran’s form contract was used.
- Contract specified material sold by the ton and included the term “F.O.B. Moore Pit”; parties routinely weighed loads on Moore Pit scales and Goran was invoiced weekly based on those scale weights.
- After removing material, Goran paid most invoices but refused to pay final invoices; Moore sued for breach of contract, Prompt Payment Act violation, and unjust enrichment; Goran counterclaimed.
- Moore moved for summary judgment arguing the contract unambiguously required payment by ton as measured at the Moore Pit scales; the district court granted summary judgment for Moore, awarding $66,269.95 plus fees.
- On appeal Goran argued a factual dispute existed over quantity removed and that contract delivery meant delivery to the Red Lodge Tied Projects (MDT measurements by volume), not at the Moore Pit.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Proper measurement and basis for payment | Moore: contract sells material by the ton; payment based on Moore Pit scale weights. | Goran: quantity should be measured by MDT volume measurements at the project site; contract doesn’t specify measurement point. | Held: Contract required sale by weight; Moore Pit scales were the contractual measurement point. |
| Point of delivery / transfer of title and risk | Moore: "F.O.B. Moore Pit" makes Moore’s delivery at the pit the point of delivery; title/risk pass at pickup. | Goran: "project" means the Red Lodge Tied Projects and delivery occurs at the project site. | Held: "F.O.B. Moore Pit" is a shipment contract; delivery, title, and risk passed at Moore Pit. |
| Sufficiency of evidence to create genuine factual dispute | Moore: Goran produced no admissible evidence disputing the tonnage measured at Moore Pit. | Goran: Affidavit and MDT documents show different quantities (volume), creating dispute. | Held: Goran failed to authenticate MDT documents and Cusick lacked personal knowledge; no genuine issue of material fact. |
| Appropriateness of summary judgment | Moore: undisputed contract terms and admissible evidence support summary judgment. | Goran: factual disputes preclude summary judgment. | Held: Summary judgment affirmed for Moore; Goran did not present substantial admissible evidence of a material dispute. |
Key Cases Cited
- Ophus v. Fritz, 301 Mont. 447, 11 P.3d 1192 (Mont. 2000) (interpretation of written contract is question of law)
- Mary J. Baker Revocable Trust v. Cenex Harvest States Coops., Inc., 338 Mont. 41, 164 P.3d 851 (Mont. 2007) (contract interpretation principles)
- Pilgeram v. GreenPoint Mortgage Funding, Inc., 373 Mont. 1, 313 P.3d 839 (Mont. 2013) (standard of review for summary judgment)
- Elk v. Healthy Mothers, Healthy Babies, Inc., 316 Mont. 320, 73 P.3d 795 (Mont. 2003) (evidence required to create genuine factual dispute on summary judgment)
- Alfson v. Allstate Property and Casualty Ins. Co., 372 Mont. 363, 313 P.3d 107 (Mont. 2013) (unauthenticated documents inadmissible on summary judgment)
- Litecubes, LLC v. Northern Light Prods., 523 F.3d 1353 (Fed. Cir. 2008) (F.O.B. term as term of art under UCC)