Stephen Gould Corporation v. Buckeye International, Inc.
4:22-cv-00771
E.D. Mo.Apr 25, 2025Background
- Stephen Gould Corporation (Plaintiff) sued Buckeye International, Inc. (Defendant) over unpaid purchase orders for specific pumps and sprayers, which were governed by Buckeye’s standard purchase order terms and conditions.
- Plaintiff initially asserted a claim for "action on account" along with other claims.
- The Court previously ruled that because there were express contracts governing the transactions, Missouri law precluded an "action on account" claim; Plaintiff amended its complaint but reasserted the same claim.
- Defendant filed an unopposed Motion for Judgment on the Pleadings as to the "action on account" claim, which the Court granted.
- Plaintiff moved for reconsideration, arguing that Missouri law allows "action on account" in cases based on underlying express agreements.
- The Court denied reconsideration, holding that the facts alleged demonstrated every transaction was governed by an express contract, precluding an action on account claim under Missouri law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an "action on account" can be brought where an express contract governs all transactions | Actions on account are routinely predicated on express contracts | Action on account is not viable when express contract controls | No action on account claim when all terms are in express contract |
| Whether cited cases supported Plaintiff's position | Cited several cases allegedly showing coexistence of action on account and express contract claims | Cited law distinguishing action on account from express contracts | Plaintiff’s cited cases do not support its argument |
| Whether both breach of contract and action on account can co-exist | Missouri law does not bar simultaneous pleading of both claims | Simultaneous pleading not at issue; facts here only support breach of contract | Both claims can co-exist, but only if facts support both |
| Whether Plaintiff plead facts supporting an action on account | Plaintiff asserted claims tied to completion and nonpayment of ordered goods | Express contracts covered all the disputed transactions | No sufficient facts for action on account claim |
Key Cases Cited
- Westerhold v. Mullenix Corp., 777 S.W.2d 257 (Mo. Ct. App. 1989) (defining an express contract under Missouri law)
- St. Luke’s Episcopal-Presbyterian Hosp. v. Underwood, 957 S.W.2d 496 (Mo. Ct. App. 1997) (discusses typical use of action on account in medical billing absent express contract)
- St. Francis Med. Ctr. v. Hargrove, 956 S.W.2d 949 (Mo. Ct. App. 1997) (action on account proper where there’s no express contract for price)
- Canaday v. United Rys. Co. of St. Louis, 114 S.W. 88 (Mo. Ct. App. 1908) (cannot recover on implied contract if express contract governs)
- Exec. Jet Mgmt. & Pilot Serv., Inc. v. Scott, 629 S.W.2d 598 (Mo. Ct. App. 1981) (oral bilateral contract means no suit on account)
- St. Louis Testing Lab’ys, Inc. v. Miss. Val. Structural Steel Co., 254 F. Supp. 47 (E.D. Mo. 1966), aff’d, 375 F.2d 565 (8th Cir. 1967) (may not bypass express contract by suing on account)