Service Pump & Supply, Co., Inc. v. Sun Industries, LLC
3:18-cv-00976
S.D.W. VaMay 20, 2019Background
- In Sept. 2017 Sun Industries (Sun) negotiated by email with Service Pump & Supply (Plaintiff) to rent multiple generators for a flood relief project; communications included a spreadsheet and payment proposals.
- Plaintiff asked for $10,000 immediately and $129,000 (totaling $139,104) by the end of the week; Sun paid a $35,000 deposit and took the generators.
- Sun returned all generators within 16 days and notified Plaintiff; Plaintiff insisted Sun still owed one full month’s rental ($139,104) as a one-month minimum.
- Sun disputed that a one-month minimum had been agreed and invoked trade usage that monthly payments depend on actual usage unless a minimum is expressly stated.
- Plaintiff sued for breach of contract; both sides moved for summary judgment. The court granted Plaintiff’s motion in part as to Sun and denied Defendants’ motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the parties agreed to a one-month minimum payment of $139,104 | Parties agreed to a fixed price: Plaintiff asked for $129,000 plus $10,000 and Sun accepted payment terms (requested only more time) | Only monthly rates were negotiated; trade usage makes price dependent on actual days used unless a minimum is expressly stated | Court: agreement required payment of $139,104; Sun’s request to pay less conflicts with the contract and is rejected |
| Whether trade usage can alter the explicit contract price | Contract language/communications fixed the price; trade usage cannot contradict explicit terms | Trade usage should govern and supply a usage-based price absent a written minimum | Court: usage of trade cannot vary clear contract terms; it cannot be used to contradict agreed price |
| Whether emails created mutual assent to the full monthly amount | Emails showing Plaintiff’s offer and Sun’s assent (only asking for more time) demonstrate mutual assent to the amount | Lack of the word "minimum" and industry practice create ambiguity about whether amount was a minimum or a rate | Court: factual record shows assent to the stated dollar amount; no genuine dispute on that point |
| Whether summary judgment was appropriate | Plaintiff: undisputed facts establish breach as a matter of law | Defendants: material factual dispute over contract meaning requires trial | Court: granted Plaintiff’s summary judgment on breach claim against Sun; denied Defendants’ motion |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard and weighing evidence)
- Matsushita Elec. Indus. Co. v. Zenith Radio, 475 U.S. 574 (summary judgment and inferences)
- JKC Holding Co. v. Washington Sports Ventures, 264 F.3d 459 (reasonable inference standard at summary judgment)
- Adkins v. Inco Alloys Intern., Inc., 417 S.E.2d 910 (usage of trade may explain or supplement but not contradict contract terms)
- United States for Use & Benefit of Ace Sheet Metal Works, Inc. v. Bayport Construction Corp., 953 F.2d 641 (admission of trade custom evidence permissible where it does not contradict contract)
- Lion Oil Trading & Transportation, Inc. v. Statoil Marketing & Trading, 728 F. Supp. 2d 531 (usage of trade can inform contract meaning if not contradictory)