Off-Spec Solutions, LLC v. H.J. Heinz Company, L.P., 1:16-cv-00123

Off-Spec Solutions won an auction to haul "press cake" from Heinz’s Oregon potato plant, then executed a written Agreement (Nov. 2014) that defined "Plant by-products" to include “all solid potato by-product such as cull potatoes, fries, etc., Press Cake, dry peel.”
After signing, Heinz delivered only press cake; Off-Spec sued for declaratory relief, breach of contract, breach of warranty, and unjust enrichment; Heinz counterclaimed for reformation, breach, and trespass.
Off-Spec moved for partial summary judgment asking the court to hold: (1) the Agreement’s product definition is unambiguous; (2) the Agreement required Heinz to sell all by-products (not just press cake); and (3) Heinz breached by delivering only press cake.
Heinz submitted extrinsic evidence that the parties never agreed to sell by-products other than press cake and that the broader wording resulted from an internal drafting error; the parties disputed pre-contract negotiations and intent.
The Agreement’s Addendum A ties pricing to a corn-price-based factor (2.487) and repeatedly references "Press Cake," but does not state units (pound, ton, bushel) or clearly say whether the pricing applies to all by-products.
Court allowed targeted discovery, held a hearing, and framed the dispositive questions as contract interpretation under Oregon law: whether the contract terms are ambiguous and what extrinsic evidence may show.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Agreement’s definition of “Plant by-products” is ambiguous	Definition plainly covers all listed by-products including cull potatoes, fries, press cake, dry peel	The broad wording was a drafting mistake; parties intended only press cake	Court: Definition is unambiguous and covers all listed by-products (GRANTED)
Whether the Agreement required Heinz to sell all by-products (not only press cake)	The Agreement’s language and Addendum show obligation to sell all plant by-products	Addendum and circumstances show parties intended only press cake; pricing/unit ambiguity means no clear obligation	Court: DENIED — genuine dispute of material fact due to pricing and unit ambiguities and extrinsic evidence
Whether Addendum A sets price for all by-products and specifies units	Addendum’s factor and examples apply to all plant by-products	Addendum references press cake repeatedly; pricing/unit terms unclear for other by-products	Court: Addendum ambiguous as to scope (press cake vs all by-products) and units; extrinsic evidence admissible to resolve ambiguity
Whether Heinz breached by delivering only press cake	If Agreement covered all by-products, delivering only press cake is a breach	If Agreement covered only press cake or pricing/units unresolved, no clear breach	Court: DENIED — breach claim cannot be resolved on summary judgment given factual disputes about scope/pricing

Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standards)
Anderson v. Liberty Lobby, 477 U.S. 242 (genuine dispute and materiality standard)
Leslie v. Grupo ICA, 198 F.3d 1152 (credibility at summary judgment)
McLaughlin v. Liu, 849 F.2d 1205 (limits on inferences from circumstantial evidence)
Devereaux v. Abbey, 263 F.3d 1070 (burden-shifting on summary judgment)
Fairbank v. Wunderman Cato Johnson, 212 F.3d 528 (movant’s initial burden at summary judgment)
Pac. First Bank v. New Morgan Park Corp., 876 P.2d 761 (Or. 1994) (unambiguous contracts enforced as written)
State ex rel. Dept. of Educ. v. Vantage Techs. Knowledge Assessment, LLC, 261 P.3d 17 (Or. App. 2011) (extrinsic evidence to determine ambiguity)
Yogman v. Parrott, 937 P.2d 1019 (Or. 1997) (interpretation: examine text in context; if clear, analysis ends)
New Zealand Ins. Co. v. Griffith Rubber Mills, 526 P.2d 567 (Or. 1974) (construe contract as a whole so no term is rendered meaningless)