Ultimate Nutrition, Inc. v. Leprino Foods Company
779 F.Supp.3d 203
D. Conn.2025Background
- Ultimate Nutrition, Inc. (UNI), a Connecticut-based nutrition supplement company, purchased whey protein products from Leprino Foods Company (Leprino) on a quarterly and spot-sale basis for over 25 years, without a written supply agreement.
- UNI alleges that in 2021, Leprino denied their requests to "roll over" product orders into later quarters, cancelled pending orders, and terminated their business relationship, causing UNI to pay higher prices elsewhere.
- UNI sued Leprino, alleging breach of contract (both implied and express), breach of the implied covenant of good faith and fair dealing, and violation of the Connecticut Unfair Trade Practices Act (CUTPA).
- Leprino moved for summary judgment, arguing the absence of an enforceable long-term supply contract due to the Statute of Frauds and that any contract modifications (i.e., roll overs) required their consent.
- The court granted summary judgment for Leprino, finding no enforceable implied contract, that roll overs required mutual agreement, and no breach of good faith or CUTPA.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an enforceable implied-in-fact supply agreement | Course of dealing established ongoing supply obligation and thus reasonable notice of termination was required under UCC § 2-309(3) | No enforceable ongoing obligation existed; any implied contract is barred by UCC Statute of Frauds (no quantity term, no writing) | No enforceable implied-in-fact agreement due to Statute of Frauds |
| Requirement to allow “roll overs” on purchase orders | Course of dealing and trade usage entitled UNI to roll overs | Roll overs were case-by-case, required Leprino’s consent; contracts fixed delivery in quarter stated | Roll overs required mutual consent; no unilateral right to roll over |
| Breach of good faith and fair dealing | Leprino’s refusal to roll over/cancellation deprived UNI of reasonably expected contractual benefits | No underlying contract breached; so no denial of contractual benefit | No breach; no deprivation of expected contractual rights |
| CUTPA violation | Leprino’s alleged breaches (esp. abrupt termination) were unfair acts | No sufficiently aggravating or unfair circumstances beyond contract issues | No CUTPA violation; mere breach insufficient |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standard)
- Meyers v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., 311 Conn. 282 (elements of breach of contract)
- Capstone Bldg. Corp. v. Am. Motorists Ins. Co., 308 Conn. 760 (good faith and fair dealing requires deprivation of contractual benefit)
- Naples v. Keystone Bldg. & Dev. Corp., 295 Conn. 214 (not every contract breach is CUTPA violation)
- Boulevard Assocs. v. Sovereign Hotels, Inc., 72 F.3d 1029 (CUTPA claims require aggravating circumstances beyond breach)