Packgen v. BP Exploration & Production, Inc.
957 F. Supp. 2d 58
D. Me.2013Background
- Diversity case arising from Deepwater Horizon spill; Packgen sought at least oral contract/monetary recovery from BP for oil containment boom; BP denied and moved for summary judgment; BP argued statute of frauds and specially manufactured goods defenses; court granted summary judgment for BP on all counts.
- Packgen, Maine manufacturer, claimed BP orally agreed to buy Packgen’s boom; BP conducted inspections, third-party testing, and field tests; BP later asserted no binding contract and added connectors; no written contract existed.
- BP faced multiple communications and evolving specifications, with BP officials making statements about needs and intentions to purchase; BP ultimately added Packgen to approved vendor list but did not purchase from Packgen.
- Packgen attempted to rely on exceptions to the statute of frauds (specially manufactured goods and judicial admission) and asserted misrepresentation, promissory estoppel, unjust enrichment, and quantum meruit.
- Court found no genuine issue of material fact on misrepresentation (present facts not false at time made; no Shine-like evidence), no valid judicial admission, and that exceptions to the statute of frauds did not apply; granted summary judgment for BP on all counts.
- Concluded BP’s statements about specifications and purchase intent were not actionable misrepresentations; specially manufactured goods exception did not apply; judicial admission not proven; promissory estoppel and unjust enrichment claims rejected; overall grant of summary judgment for BP.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Misrepresentation viability | Packgen claims BP made actionable misrepresentations. | BP argues statements were promises/future plans not present facts; Shine exception not satisfied. | BP wins; no actionable misrepresentation. |
| Statute of Frauds exclusions | Specially manufactured goods and judicial admission apply to enforce oral contract. | Boom not specially manufactured; no admission sufficient. | BP wins; no enforceable contract under exceptions. |
| Breach of contract claim | Oral contract existed under exceptions; BP breached. | No binding contract; no writing required under the exceptions. | BP wins; contract claim dismissed. |
| Unjust enrichment/Quantum meruit | BP benefited from Packgen’s information and manufacturing efforts. | No inequitable retention; no clear benefit conferred; no implied contract. | BP wins; unjust enrichment and quantum meruit claims dismissed. |
| Promissory estoppel | Promissory estoppel should circumvent statute of frauds. | Shine exception limited; reliance not adequately proven; policy concerns. | BP wins; promissory estoppel claim dismissed. |
Key Cases Cited
- Shine v. Dodge, 130 Me. 440 (1931) (Shine exception for misrepresentation when at the mercy of the defendant; limited applicability to businesses.)
- Schott Motorcycle Supply, Inc. v. American Honda Motor Co., Inc., 976 F.2d 58 (1st Cir. 1992) (Puffery/promises of future performance generally not actionable; limits on misrepresentation.)
- Forrest Associates v. Passamaquoddy Tribe, 2000 ME 195 (Me. 2000) (Unjust enrichment analysis; how negotiation context affects benefit conferred.)
- Kearney v. J.P. King Auction Co., 265 F.3d 27 (1st Cir. 2001) (Restatement-based misrepresentation exceptions for statements akin to facts.)
- RIJ Pharm. Corp. v. Ivax Pharm., Inc., 322 F.Supp.2d 406 (S.D.N.Y. 2004) (Illustrates specially manufactured goods exception analysis and marketability considerations.)