United States District Court, S.D. Georgia, Waycross Division
LISA GODBEY WOOD, JUDGE.
the Court are the following motions: Defendants William P.
Wright, Jr., and William P. Wright, Jr., d/b/a The Wright
Family Dairy Farms, LLC (collectively "Pete
Wright")'s Motion for Summary Judgment, dkt. no.
100, Defendant The Wright Family Dairy, LLC, d/b/a The Wright
Family Dairy Farms, LLC ("WFD")'s Motion for
Summary Judgment, dkt. no. 101, Defendant W.P. Wright Family,
LLC, d/b/a The Wright Family Dairy Farms, LLC
("WPW")'s Motion for Summary Judgment, dkt. no.
103, and Plaintiff Stamey Cattle Company, LLP
("Plaintiff")'s Motion for Partial Summary
Judgment, dkt. no. 104.These motions have been fully briefed
and are ripe for review. For the reasons set forth below,
Plaintiff's Motion, dkt. no. 104, is
GRANTED with respect to Count One and
Crossclaim Count VIII and DENIED as
MOOT with respect to Counts Two and Three;
Defendants Pete Wright, WFD, and WPW's Motions, dkt. nos.
100, 101, 103, are GRANTED with respect to
Counts Seven and Eight and Crossclaims Counts II and IV;
Defendants Pete Wright and WFD's Motions, dkt. nos. 100,
101, are DENIED with respect to Counts One,
Four, Six, Ten, Eleven, and Twelve and Crossclaim Counts I,
III, V, VI, and VIII, and their Motions are
DENIED as MOOT as to Counts
Two and Three; Defendant WPW's Motion, dkt. no. 103, is
GRANTED with respect to all counts. Counts
Five and Nine and Crossclaim Count VII are
DISMISSED as MOOT.
Defendants' Motion in dkt. no. 102 is
WITHDRAWN. Default Judgment against
Defendant Lower Appling County Holsteins ("LACH")
case involves a purchase of cattle between two family
businesses and a forty-year history of doing business
together gone awry. Specifically, this case involves the
purchase of cattle by Pete Wright or one of his business
entities from Plaintiff, Stamey Cattle Company, LLP.
Plaintiff is a North Carolina based company in the business
of raising and selling registered and grade cattle, primarily
dairy cattle, domestically and abroad. Dkt. No., 1171
Plaintiff has two partners-David Stamey and Robert
"Bob" Stamey. Dkt. No. 118-1 ¶
in this case include Pete Wright, his family members, and
various business entities that he or his family are involved
with in some capacity. Pete Wright is a dairy farmer who
lives in Georgia with his wife, Glenda Wright, and his sons,
Raymond and Levi Wright. Id. ¶ 6. Pete and
Glenda are the sole members of the Wright Family Dairy, LLC,
("WFD") with Pete being the principal owner and
managing member. Id. ¶ 9; Dkt. No. 117 ¶
3. WFD formerly ran a dairy operation. Dkt. No. 118-1 ¶
10. Pete and Glenda Wright also owned W.P. Wright Family, LLC
("WPW"), which at least at one point functioned as
a landholding company. Id. ¶ 12. Raymond Wright
is the sole member of Lower Appling County Holsteins, LLC
("LACH"), and Pete Wright, as an employee of LACH,
was in charge of all of LACH's finances. Dkt. No. 117
¶¶ 31-32. LACH was created in order to lease the
dairy operation of WFD. Id. ¶ 24. Pete
Wright's residence, WPW's registered office and the
dairy operations and offices of WFD and LACH were located at
the same address: 18 Holstein Lane, Baxley, Georgia 31513
("Dairy Property"). Dkt. No. 1 ¶ 4; Dkt. No. 7
¶ 4; Dkt. No. 117 ¶ 46; Dkt. No. 104-3 at 2, 72,
77. Pete Wright, WFD, WPW, and LACH are the only Defendants
at issue before the Court in the Parties' Motions.
However, other Defendants relevant to the facts in this Order
include Hurricane Creek Dairy, LLC-a dairy owned by Levi
Wright as the sole member-and Asbury Farm, LLC-an entity that
Pete Wright testified was created to hide money and avoid
creditors. Dkt. No. 117 ¶¶ 55-58; Dkt. No. 104-2 at
55. At the time of this Order, the property on which WFD and
LACH's dairy operated has been foreclosed, and WFD, WPW,
and LACH are now dissolved. Dkt. No. 117 ¶ 64; Dkt. No.
104-2 at 1, 14, 18-20, 55.
Pete Wright's Involvement with WFD and LACH
and Raymond Wright formed LACH around August 1, 2016. Dkt.
No. 118 ¶ 14. LACH leased the dairy and equipment on the
Dairy Property owned by WFD from WFD. Dkt. No. 117 ¶ 24.
At the time that LACH was formed, Pete Wright and WFD had
substantial debts, including debts to First National Bank
South ("FNB South"), Sunshine Heifers, LLC
("Sunshine Heifers"), the IRS, and other creditors.
Id. ¶ 25. Raymond Wright testified that this
lease arrangement between LACH and WFD would allow LACH to
operate the dairy and collect proceeds from the dairy's
milk production while allowing WFD to avoid its creditors.
Dkt. No. 104-5 at 7. WFD and LACH were located on the same
property-the Dairy Property-and employed many of the same
employees, such as Harvey Prater, Pete Wright's office
manager. Dkt. 119-4 at 7.
Pete, while continuing as the managing member of WFD,
simultaneously worked for LACH managing all of LACH's
finances. Dkt. No. 104-2 at 40. While Raymond was the sole
member of LACH, he did not handle "the office
stuff." Dkt. No. 104-5 at 7. As Pete testified, he was
"in control of the money" for the entire existence
of LACH. Dkt. No. 104-2 at 40. While in control of LACH's
finances, Pete Wright transferred significant amounts of
money from LACH's bank account to WFD, from LACH's
bank account to his personal account, and from WFD's bank
account to his personal account. See, e.g., Dkt. No.
117 ¶¶ 34-35, 37-40; Dkt. No. 104-2 at 40-49. Some
of this money was transferred from LACH to pay off WFD's
and Pete Wright's debts. Dkt. No. 104-2 at 41; Dkt. No.
104-5 at 8. Some of this money was used to pay for Pete
Wright's personal expenses such as a speeding ticket and
repairs for his personal truck. Dkt. No. 104-2 at 41, 45.
These transfers between accounts were substantial-Glenda
Wright testified that in 2016 transfers from the businesses
to her and Pete's personal accounts exceeded $200, 000.
Dkt. No. 104-6 at 10. Glenda Wright testified that
"[t]ransfers were made, yes, from all accounts simply
because we had to pay everything either by cash,
cashier's check. Nobody would take our checks at that
point." Dkt. No. 104-6 at 9. Despite being LACH's
sole member, Raymond was not aware of these transfers or why
Pete was making them. Dkt. No. 140-5 at 10 ("I don't
really know what he was paying with any of that
The Purchase of Cattle from Plaintiff
the time that WFD was leasing dairy operations to LACH in
February 2017, Pete Wright, by or through WFD and LACH,
traveled to North Carolina to select cattle to purchase from
Plaintiff. Dkt. No. 117 ¶¶ 11-12. Pete Wright's
businesses had been buying cattle from Plaintiff for 40 years
and had purchased approximately $40 million in cattle from
Plaintiff. Id. ¶¶ 7-8. Typically, in their
past dealings, Pete Wright would travel to Plaintiff's
farm in North Carolina and select specific cattle to
purchase, and those cattle would be shipped to Pete
Wright's operations in Georgia. Id. ¶¶
9-10. On this occasion, in February 2017, Pete Wright
selected cattle for purchase, and Plaintiff evidenced the
sale of the cattle in invoices prepared by Plaintiff. Dkt.
No. 118-1 ¶¶ 25-26. The invoices included who the
cattle were sold to, address, a phone number of the seller,
the date, cattle identification, the itemized price per
cattle, and a total invoice price. Id. ¶ 27. A
table provided by Defendants summarizes the invoices for
cattle purchased by WFD and LACH from Plaintiff in 2017:
No. 118-1 ¶ 29. Plaintiff shipped the cattle to WFD and
LACH on these dates with health papers and identification
tags in the ears of the cattle. Dkt. No. 117 ¶
Payments for the cattle were to be made through milk check
assignments from WFD and LACH's dairy operations,
Id. ¶ 14; Dkt. No. 7 ¶ 23.
Termination of the Lease and WFD's Takeover of
early May of 2017, Pete and Raymond Wright had a disagreement
concerning the management of LACH. Dkt. No. 117 ¶ 47.
Pete Wright testified that they "had a dispute about the
milk check before I ran him off." Id. ¶
48. This dispute escalated into a lawsuit between WFD and
LACH, which ultimately ended with WFD terminating the lease
with LACH on May 11, 2017, retaining control over all dairy
operations, property, and equipment, and absorbing LACH's
assets-including LACH's cattle. Dkt. No. 104-2 at 3, 18;
Dkt. No. 104-5 at 8. Pete Wright testified that when WFD took
over LACH's cattle, it took "all of the cows
over," including those sold by Plaintiff to LACH that
Pete selected in February. Dkt. No. 104-2 at 18.
the termination of the lease and WFD's taking over of
LACH's cattle, Plaintiff made the final delivery of
cattle, Load 7, on June 5, 2017. Dkt. No. 117 ¶ 19.
Defendants admit that at the time of this delivery, WFD and
LACH were insolvent and that Plaintiff had not been fully
paid for the prior loads of cattle purchased. Id.
¶ 19. Prior to this point, LACH had been paying a milk
assignment check to Plaintiff to pay for the cattle. Dkt. No.
104-4 at 2. However, after the termination of the lease, WFD
initiated a monthly recurring milk check assignment to
Plaintiff of $35, 823.00 to replace the initial milk check
assignment from LACH. Id. at 3; Dkt. No. 104-2 at
19. The assignment stated that "[s]uch payments to the
assignee are to continue until I provide written notice of
termination to the Association. Consent of the assignee is
not required to terminate this assignment." Dkt. No.
104-4 at 3. In accordance with this provision, WFD cancelled
its milk check assignment to Plaintiff on July 12, 2017,
id. at 4, because WFD did not have enough money to
pay Plaintiff and chose to pay other creditors with what
money was left from its milking operations, dkt. no. 104-2 at
32. When Plaintiff found out about the cancelation of the
milk check assignment, it made overtures to Pete Wright to
finalize payment for the satisfaction of the outstanding debt
on the cattle purchased from Plaintiff. Dkt. No. 117 ¶
Pete Wright Sells Off the Cattle
about July 18, 2017, Pete and Levi Wright organized a sale
and purchase of cattle with Gutman Brothers, Ltd.
("Gutman"). Dkt. No. 118-1 ¶¶ 57-58. In
this transaction, WFD sold cattle to Gutman for $500, 000.
Id. ¶ 58. At least some of the cattle sold in
this transaction included cattle sold to WFD and LACH by
Plaintiff, and money was still owed to Plaintiff for those
cattle at that point. Dkt. No. 104-2 at 35. Pete had his
bank, FNB South, place the money from the Gutman sale in
escrow to be used by Levi to purchase new cattle from Gutman
for Levi's dairy, Hurricane Creek. Id. at 35-36.
Pete discussed the Gutman transactions with Levi and FNB
South before it occurred. Id. at 35. Pete did not
tell Plaintiff about the Gutman sale in advance. Id.
about August 23, 2017, WFD sold cattle to New Holland Stable
Sales ("New Holland"). Dkt. No. 118-1 ¶ 63;
Dkt. No. 104-2 at 34. Pete Wright testified that some of the
cattle sold to New Holland could have included cattle sold to
WFD and LACH from Plaintiff. Dkt. No. 104-2 at 34. Moreover,
Pete testified that he set up the company Asbury Farm, and he
directed New Holland to send money from the sale to Asbury
Farm. Id. He testified that he did this to try to
keep the money from that sale out of creditors hands and
"hide it." Id. at 34, 55. When asked why
he created Asbury Farm and if it was done to move assets from
WFD to Asbury Farm, to liquidate those assets and sell cattle
and receive the proceeds from those assets and cattle, Pete
invoked the Fifth Amendment. Id. at 17. Pete
Wright's plan of having the money from the New Holland
sale sent to Asbury Farm ultimately did not occur after
someone at New Holland noticed brands or tags on the cattle.
Id. at 34. Around this same time, WFD also sold
cattle, including eleven Holstein bulls purchased from
Plaintiff, to Dixie Livestock. Id. at 27.
around September 2017, Pete Wright called Robert and David
Stamey and told them "to come get" their cattle,
and Pete testified that at the time,, he believed he owed
Plaintiff about $200, 000 for the cattle. Id. at 38.
Pete testified that "I told [Robert and David Stamey] to
come get enough cows that was left to cover the rest of their
money." Id. Robert Stamey testified that Pete
called him and said "Bob, I can't pay for those
Jerseys. You need to come get them." Dkt. No. 110-1 at
111. Pete maintained in his deposition that the Stameys
decided not to come retrieve their cattle, dkt. no. 104-2 at
39, but Robert Stamey testified that he and David traveled to
the Dairy Property in early September 2017 only to learn that
Pete had already sold the Jersey cattle that they came to
retrieve, dkt. no. 110-1 at 101. Robert also testified that
when they asked Pete how many of their cows were left there,
Pete responded, "I don't know." Id.
Pete Wright testified that he asked Robert and David to work
with him while he tried to sell his dairy to a buyer to pay
the balance of the cattle to Plaintiff, but that sale never
occurred. Dkt. No. 104-2 37-38.
The Final Cattle Sale and Plaintiff's Invoices
October 6, 2017, Plaintiff, and other creditors of Pete
Wright, WFD, and LACH, which included FNB South and Sunshine
Heifers, met together to organize a final sale to liquidate
the remaining cattle in Pete Wright and WFD's possession.
Dkt. No. 118-1 ¶¶ 66-67; Dkt. No. 117 ¶¶
62-63. The proceeds of the sale resulted in $188, 681.86, and
that amount was held in trust. Dkt. No. 118-1 ¶ 68.
on October 6, 2017, the Stameys met with Pete Wright to sign
five invoices-for loads 1, 4, 5, 6, and 7-and two statements
of account for the balances owed by WFD and LACH.
Id. ¶ 33. These documents included the
statement "Title will transfer when full payment is
received" next to the signature line. Id. Pete
Wright signed them on October 6, 2017, with the signature
"W.P. Wright, Jr." Id. ¶¶ 33-34,
38. However, invoices for "Load 2" and "Load
3," which also included the statement "Title will
transfer when full payment is received," were signed
upon delivery in February of 2017. Dkt. No. 110-1 at 43-45.
But, Pete Wright testified that the signature on those two
invoices-"Pete Wright"-was not his signature; he
stated that he signs his name "W.P. Wright, Jr."
Dkt. No. 104-2 at 19-20; Dkt. No. 119-4 at 9. As of October
6, 2017, the statements of account signed by Pete Wright
showed that WFD owed a balance to Plaintiff of $44, 960.97
and LACH owed a balance of $182, 798.29 for the cattle
purchased from Plaintiff. Dkt. No. 116-1 Ex. H, I.
November 3, 2017, Plaintiff sued Pete Wright, WFD, LACH, WPW,
and FNB South over its sale of cattle to Pete Wright, WFD,
and LACH and for the bank's involvement in Pete
Wright's subsequent sales of the cattle. Specifically,
Plaintiff brought claims for breach of contract (Count One),
promissory estoppel (Count Two), unjust enrichment (Count
Three), fraud and fraud in the inducement (Count Four),
implied trust (Count Five), enforcement and foreclosure of a
purchase-money lien (Count Six), civil conversion (Count
Seven), civil conspiracy (Count Eight), and declaratory
judgment (Count Nine). Dkt. No. 1 at 11-20. Plaintiff also
requests prejudgment interest (Count Ten), attorneys'
fees and litigation costs (Count Eleven), and punitive
damages (Count Twelve). Io\ at 20-21.
Plaintiff filed its initial Complaint, Sunshine Heifers filed
suit as an intervening plaintiff on March 6, 2018, against
WFD, LACH, Pete Wright, Glenda Wright, Asbury Farms, Levi
Wright, FNB South, Hurricane Creek, Raymond Wright, and
Stamey Cattle Company. Dkt. No. 27. In response, Plaintiff
filed counter claims against Sunshine Heifers and added
crossclaims against several defendants. Id. at
64-80. Specifically, Plaintiff added crossclaims of fraud
(Count I), civil conversion, livestock theft and theft by
deception (Count II), tortious interference with a security
interest (Count III), civil conspiracy to commit civil
conversion, livestock theft and theft by deception (Count
IV), civil conspiracy to commit tortious interference with a
security interest (Count V), fraudulent transfers (Count VI),
constructive trust (Count VII),  and successor liability
(Count VIII). Id. at 67-80. Some of these
crossclaims were against new Defendants not included in the
original Complaint including Raymond Write, Glenda Wright,
Asbury Farms, Levi Wright, Hurricane Creek, and Lower'
Appling County, LLC. Id. at 74-80.
16, 2018, Sunshine Heifers, FNB South, and Plaintiff informed
the Court that they had reached a settlement resolving all
claims against each other. Dkt. No. 95. On September 24,
2018, the Court approved the dismissal with prejudice as to
claims between and among Plaintiff, Sunshine Heifers, and FNB
South. Dkt. No. 123. On November 15, 2018, Sunshine Heifers
informed the Court that it had entered into a settlement with
the remaining Defendants, which resolved its remaining
claims, and the following day, the Court approved the
dismissal with prejudice of Sunshine Heifers's remaining
claims. Dkt. Nos. 129-130. As a result of these settlements,
Sunshine Heifers is no longer a party to the case, all claims
against FNB South in the original Complaint and the
Crossclaims have been resolved (Counts Three, Five, Six,
Seven, Eight, Nine, Ten, and Eleven in the original Complaint
and Crossclaim Counts III, IV, V, and VII), Counts Five and
Nine in the original Complaint and Crossclaim Count VII
(incorrectly listed as Count VIII) are moot, and Pete Wright
and WFD's Motion for Summary Judgment against Sunshine
Heifers claims, dkt. no. 102, is moot.
Plaintiff filed a motion for default judgment against LACH
for failure to appear and respond in this case on August 30,
2018. Dkt. No. 98. The clerk signed the proposed order for
default judgment against LACH, but it noted the order as an
entry of default on the Court's docket. Dkt. No. 99.
Under Federal Rule of Civil Procedure 55, a party may seek an
entry of default and, subsequently, a default judgment
against another party who has failed to plead or otherwise
defend a lawsuit. Rule 55(a). It is a two-step process.
"First, the party seeking a default judgment must file
[an application] for entry of default with the clerk of a
district court by demonstrating that the opposing party has
failed to answer or otherwise respond to the complaint, and,
second, once the clerk has entered a default, the moving
party may then seek entry of a default judgment against the
defaulting party." Gladden v. Homewood Florist,
Inc., No. 2:09-CV-01547-HGD, 2011 WL 13286008, at *1
(N.D. Ala. July 6, 2011)(alteration in original)(citations
omitted); see also Bank of Am., N.A. v. Harris, No.
1:17-CV-1201-CAP-JSA, 2017 WL 8186606, at *3 (N.D.Ga. Nov.
30, 2017), report and recommendation adopted, No.
1:17-CV-1201-CAP, 2017 WL 8186601 (N.D.Ga. Dec. 20, 2017)
(describing the "two-step procedure for obtaining a
default judgment"). Here, Plaintiff did not follow the
proper procedure by prematurely filing a motion for default
judgment before filing a motion for default and the clerk
incorrectly filed a default judgment before entering default.
However, because LACH has never appeared in this case and
because the amount owed by LACH to Plaintiff is a sum
certain-$182, 798.29-the Court enters DEFAULT
JUDGMENT against LACH in that sum certain amount.
currently at issue before the Court are Pete Wright's
Motion for Summary Judgment, dkt. no. 100, WFD's Motion
for Summary Judgment, dkt. no. 101, and WPW's Motion for
Summary Judgment, dkt. no. 103. These motions request summary
judgment on all counts of the Complaint and the crossclaims.
Plaintiff's Cross Motion for Partial Summary Judgment is
also before the Court. Dkt. No. 104. Plaintiff requests
summary judgment on Count One for breach of contract, Count
Two for promissory estoppel, and Count Three for unjust
enrichment and Crossclaim Count VIII for successor liability.
Id. Plaintiff's Motion is only directed at
Defendants Pete Wright and WFD. Id. Therefore, this
Order will only resolve the parties and claims at issue
before it in 'these four motions. Claims against other
Defendants not at issue in these motions are not before the
Court, and those claims continue in this case.
judgment is required where "the movant shows that there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law."
Fed.R.Civ.P. 56(a). A fact is "material" if it
"might affect the outcome of the suit under the
governing law." Find What Inv'r Grp. v. Find
What.com, 658 F.3d 1282, 1307 (11th Cir. 2011) (quoting
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986)). A dispute is "genuine" if the
"evidence is such that a reasonable jury could return a
verdict for the nonmoving party." Id. In making
this determination, the court is to view all of the evidence
in the light most favorable to the nonmoving party and draw
all reasonable inferences in that party's favor.
Johnson v. Booker T. Washington Broad. Serv., Inc.,
234 F.3d 501, 507 (11th Cir. 2000).
moving party bears the initial burden of demonstrating the
absence of a genuine issue of material fact. Celotex
Corp. v. Catrett, 477 U.S. 317, 323 (1986). The movant
must show the court that there is an absence of evidence to
support the nonmoving party's case. Id. at 325.
If the moving party discharges this burden, the burden shifts
to the nonmovant to go beyond the pleadings and present
affirmative evidence to show that a genuine issue of fact
does exist. Anderson, 477 U.S. at 257.
nonmovant may satisfy this burden in two ways. First, the
nonmovant "may show that the record in fact contains
supporting evidence, sufficient to withstand a directed
verdict motion, which was overlooked or ignored' by the
moving party, who has thus failed to meet the initial burden
of showing an absence of evidence." Fitzpatrick v.
City of Atlanta, 2 F.3d 1112, 1116 (11th Cir. 1993)
(quoting Celotex Corp., 477 U.S. at 332 (Brennan,
J., dissenting)). Second, the nonmovant "may come
forward with additional evidence sufficient to withstand a
directed verdict motion at trial based on the alleged
evidentiary deficiency." Id. at 1117. Where the
nonmovant attempts to carry this burden instead with nothing
more "than a repetition of his conclusional allegations,
summary judgment for the [movant is] not only proper but
required." Morris v. Ross, 663 F.2d 1032,
1033-34 (11th Cir. 1981) (citing Fed.R.Civ.P. 56(e)).
Contract Related Claims and Liability
Breach of Contract
and Defendants have filed cross motions for summary judgment
on Plaintiff's claim of breach of contract against WFD.
Plaintiff argues that the record supports all of the elements
of a breach of contract claim and asserts that the amount
owed to Plaintiff under the contract that it had with WFD is
not in dispute. Defendants argue that Plaintiff's claim
fails because Plaintiff has been paid in full for the
contract between WFD and Plaintiff out of the $75, 000
settlement between Plaintiff, Sunshine Heifers, and FNB
South. Moreover, Defendants contend that to the extent
Plaintiff disputes that it has been paid in full, a material
dispute of fact exists as to how the proceeds from the $75,
000 settlement are to be applied.
Georgia, the elements of a breach of contract claim are
"(1) a valid contract; (2) material breach of its terms;
and (3) damages arising therefrom." Brooks v. Branch
Banking & Tr. Co., 107 F.Supp.3d 1290, 1295 (N.D.Ga.
2015) (citation omitted). "To constitute a valid
contract, there must be parties able to contract, a
consideration moving to the contract, the assent of the
parties to the terms of the contract, and a subject matter
upon which the contract can operate." O.C.G.A. §
Pete Wright, acting by or through WFD as the owner and
managing member, was the buyer, and Plaintiff was the seller.
Second, the consideration in this case was an exchange of
cattle sent in loads from Plaintiff s farm in North Carolina
to WFD's dairy property in Georgia in exchange for
payment by WFD. Specifically for WFD, it is undisputed based
on invoices in the record that WFD purchased two loads of
cattle from Plaintiff on or around February 2, 2017, for $16,
775.00 and on June 5, 2017, for $96, 800.00. This money-along
with the balance owed by LACH-was to be to be paid out of
milk check assignments from an account with Maryland and
Virginia Milk Producers Cooperative, Inc. This milk check
assignment originated with LACH but was changed to WFD after
WFD took over LACH's milking operations once the lease
with LACH was terminated. Other money was paid directly from
Pete Wright to Plaintiff (for LACH's debts), see
dkt. no. 104-10 at 2 (showing a payment of $17, 000 on August
22, 2017), and a payment of $68, 000 was paid to Plaintiff on
WFD's behalf from the Gutman sale, dkt. no. 104-2 at 22,
37. Moreover, WFD accepted the deliveries of
cattle from Plaintiff, and Plaintiff accepted WFD's
payments. These payments and the acceptance of the cattle
deliveries, along with other documentary evidence of the
invoices and statements of accounts, demonstrate the
Parties' assent to the terms of the contract-delivery in
exchange for payment via milk assignment-and the subject
matter of that contract-the purchase of cattle. Thus, the
Court finds that Plaintiff and WFD had a valid contract.
argue that WFD breached this contract by not paying fully for
the cattle. Defendant does not dispute this assertion, but
instead, argues that any payment obligation owed by WFD to
Plaintiff has been fulfilled. First, it is undisputed that
WFD's statements of account shows that WFD owed $44,
950.97 to Plaintiff for the cattle in September of 2017. The
record demonstrates that WFD has not paid Plaintiff this
remaining amount. However, Defendants argue that this payment
obligation has been satisfied by a $75, 000 payment to
Plaintiff out of the settlement with Sunshine Heifers and FNB
South. Defendants believe that this $75, 000 payment should
be credited to WFD's debt because WFD sold its remaining
cattle on October 6, 2017, in the Final Cattle Sale, and they
allege that the $75, 000 settlement money was distributed
from the proceeds of that cattle sale.
despite the fact that Plaintiff admits the $75, 000 came from
the trust account that contained the funds from the Final
Cattle Sale, dkt. no. 118-1 ¶ 69, Defendants have not
pointed to any evidence in the record to establish that the
$75, 000 settlement payment fulfills WFD's contractual
debt to Plaintiff. The trust account holding that money
included funds owed to Sunshine Heifers and FNB South.
Plaintiff, FNB South, and Sunshine Heifers disputed how much
each of the three parties were entitled to from the trust
account. Additionally, Plaintiff had claims against FNB South
and counterclaims against Sunshine Heifers that included tort
claims. Thus, to meet their burden Defendants would have to
show that despite these facts, evidence in the record shows
that the $75, 000 in the settlement payment came from funds
that WFD owed to Plaintiff, not funds owed to FNB South or
Sunshine Heifers. From the standpoint of the moving party in
their Motion for Summary Judgment, without pointing to any
evidence in the record, Defendants fail to show the absence
of a genuine issue of material fact that the $75, 000
settlement covers WFD's debts to Plaintiff under the
breach of contract claim. From the standpoint of the
non-moving party responding to Plaintiff's Motion for
Summary Judgment, Defendants fail to point to evidence in the
record that creates a genuine issue of material fact as to
Plaintiff being paid in full under the contract. Thus, the
Court finds that Plaintiff and WFD had a contract, WFD
breached that contract through non-payment, and Plaintiff has
suffered damages in the remaining balance of $44, 950.97 as
evidenced by the statement of account.
with respect to Count One against WFD, Plaintiff's
Motion, dkt. no. 104, is GRANTED and
Defendant WFD's Motion, dkt. no. 101, is
DENIED. Because Plaintiff has an adequate
remedy at law under Count 1 for breach of contract, the
Parties' Motions with respect to Count 2 for promissory
estoppel and Count 3 for unjust enrichment are hereby
DENIED as MOOT.