Chris Williams v. Medalist Golf, Inc.
Opinion
Chris Williams, doing business as Cane Creek Sod, appeals the district court's grant of summary judgment in favor of Medalist Golf, Inc. Upon careful consideration of the issues presented, we affirm the judgment of the district court. 1
I
Williams operates Cane Creek, which supplies, grows, and delivers sod. Medalist specializes in building high-end golf courses. Medalist's project manager, Todd Tilton, sought sod bids for the Gary Player Designed Golf Course, which Medalist agreed to build at Big Cedar Lodge for Ozarks Golf and Hunt Club, LLC. When requesting a bid from Cane Creek, Tilton informed Mark Woodard, a Cane Creek employee, that the sod was for use on a "high-end golf course for a very important client." In December 2015, Medalist received bids from both Cane Creek and another company, Green Acre Sod Farm, for the Gary Player-designed golf course. Cane Creek submitted a bid to supply Meyer Zoysia sod at $0.3233 per square foot. After receiving Green Acre's December 2015 bid, Medalist discontinued its discussions with Green Acre.
In January 2016, Tilton wrote Woodard to say that Cane Creek was "in the driver's seat with regard to the [Meyer] Zoysia" sod, and that so long as Ozarks Golf's new director of agronomy approved of the sod, "then it look[ed] good for" Cane *1044 Creek. On February 16, Tilton wrote Woodard, saying: "We have finally gotten the word from [Ozarks Golf] and it is going to be Meyer [Zoysia]. I will send you an agreement this week. Don't sell it to anyone else." Tilton then drafted a document titled "Grass Supplier Agreement" (GSA), which he sent to Woodard on February 18, with a request to "[p]lease sign and send back to us for agreement execution." Tilton later testified that Medalist used these types of agreements "to reserve grasses" so that Medalist had enough sod for its projects and to "set[ ] the price."
On February 23 and 24, representatives for Medalist and Cane Creek signed the GSA. Under the document's title, the GSA states, "Job: Gary Player Designed Golf Course at Big Cedar Lodge." In relevant part, the GSA provides that Cane Creek "guarantees the quality and specification of the materials provided to" Medalist. In a section titled "Scope of Work," the GSA sets out a "Description of Materials to be provided," an "Estimated Quantity" of 914,760 square feet, and a "Unit Price" of $0.3233 per square foot. The GSA further provides that "Estimated Quantities are a target and not a guaranteed amount," that Cane Creek "understands that golf courses may use more or less than estimated quantities based upon the direction of the golf course architects or owners of the project," and that Cane Creek "will hold unit prices for the duration of the project regardless of actual quantities delivered." Medalist did not make any payment to Cane Creek in connection with the GSA. Williams testified that he understood the provision of the GSA stating that Cane Creek "guarantees the quality and specification of the materials provided" to mean that he "was guaranteeing that they were going to get Meyer Zoysia and that it would be the quality that satisfied the customer," and if the customer was not satisfied, then Cane Creek "would fix it."
Todd Bohn, director of agronomy for Big Cedar Lodge, also oversaw Ozarks Golf and was given authority to act on behalf of Ozarks Golf as it related to the construction of the Gary Player-designed golf course. Bohn instructed Jeff Lezon, the superintendent of the project, to visit Cane Creek. Around July 7, Woodard showed Lezon the 45-acre field of Meyer Zoysia from which Cane Creek planned to harvest sod for the project. Lezon inspected and took photographs of the sod, sent the photographs to Bohn, and provided Bohn with his own feedback regarding the sod. Bohn decided that the sod did not meet the quality standards for the Gary Player-designed golf course and instructed Medalist to reject it. On July 11, Tilton wrote to Green Acre, and Green Acre agreed to supply the sod required for the project at $3.25 per square yard. Green Acre supplied a total of 754,488 square feet of Meyer Zoysia sod for the golf course.
On July 14, Tilton wrote Woodard that Ozark Golf's representative had instructed Medalist to use a different source for the Meyer Zoysia sod in light of quality and contamination concerns. Tilton informed Woodard that "[b]ecause of this declaration by the owner you do not have to worry about meeting an obligation for any specific quantity for this project, so if you have another opportunity to sell this grass then you should avail yourself of that opportunity." Cane Creek then attempted to sell its Meyer Zoysia to others, and did sell some of it to another golf course, but was unable to sell all of the sod it had set aside for use in the Gary Player-designed golf course.
Williams brought suit against Medalist seeking damages for breach of contract and promissory estoppel. The district court granted summary judgment in favor of Medalist on both claims. Williams appeals.
*1045 II
This court reviews the district court's grant of summary judgment de novo.
See
Dick v. Dickinson State Univ.
,
III
The parties agree that Missouri law governs this case. Under Missouri law, "[a] breach of contract action includes the following essential elements: (1) the existence and terms of a contract; (2) that plaintiff performed or tendered performance pursuant to the contract; (3) breach of the contract by the defendant; and (4) damages suffered by the plaintiff."
Keveney v. Mo. Military Acad.
,
First, Medalist argues that Williams cannot establish the existence of a contract. Because the GSA concerns the sale of goods, Article 2 of Missouri's Uniform Commercial Code governs.
See
LoRoad, LLC v. Glob. Expedition Vehicles, LLC
,
" '[E]xclusivity' is an essential element of any valid requirements contract."
Essco Geometric v. Harvard Indus.
,
"[T]he UCC does not require certain particular words to enforce a requirements contract."
Essco Geometric
,
Medalist argues that because there was no prior course of dealing between the parties that could lead Williams to believe that there was some sort of exclusivity arrangement, no requirements contract exists. But the question is whether both parties intended an exclusive arrangement, not whether Cane Creek had a sufficient basis to believe that Medalist intended to purchase Meyer Zoysia sod exclusively from Cane Creek. We cannot conclude that no contract exists as a matter of law.
In the alternative, Medalist argues that Cane Creek's breach of contract claim fails as a matter of law because it tendered nonconforming goods. Under
The crux of Medalist's argument is that because Ozarks Golf determined that the quality of Cane Creek's sod was unacceptable for use in the Gary Player-designed golf course, there is no issue of material fact as to whether Williams tendered conforming goods. We agree that Williams is unable to show that there is a genuine dispute of material fact as to whether his Meyer Zoysia sod satisfied the quality requirements of the Gary Player-designed golf course. Williams testified that he understood he "was guaranteeing that they were going to get Meyer Zoysia and that it would be the quality that satisfied the customer." The GSA also states that Cane Creek "guarantees the quality and specification of the materials" it provides to Medalist and that the "Gary Player Designed Golf Course at Big Cedar Lodge" is the "Job." Williams does not claim that Bohn acted in bad faith when he determined that Cane Creek's Meyer Zoysia did not meet the quality standards of the project. Rather, he argues that rejection of his Meyer Zoysia was wrongful because (1) outside expert testimony showed that his sod was high quality, weed free, and healthy; (2) the Missouri Department of Agriculture inspected his sod and found no noxious weed contaminates; and (3) the superintendent of another golf course that purchased some of Cane Creek's Meyer Zoysia to resod some tee boxes was satisfied with that sod. But even with the benefit of all reasonable inferences to be drawn from these facts, Williams does not establish that Cane Creek provided goods conforming to the agreement-the agreement contemplated *1047 sod that would satisfy the quality standards of the Gary Player-designed golf course specifically, not the quality standards of golf courses more generally. Because Williams cannot show that Medalist wrongfully rejected the sod, Medalist was entitled to summary judgment on Williams's breach of contract claim.
IV
Under Missouri law, a party must establish the following elements to prevail on its promissory estoppel claim: "(1) a promise; (2) promisee detrimentally relies on the promise; (3) promisor could reasonably foresee the precise action the promisee took in reliance; and (4) injustice can only be avoided by the enforcement of the promise."
City of St. Joseph v. Sw. Bell Tel.
,
Ordinarily, "promissory estoppel serves as an equitable remedy where an express contract
does not
exist."
Chesus v. Watts
,
V
Accordingly, the judgment of the district court is affirmed.
The Honorable Stephen N. Limbaugh, Jr., United States District Judge for the Eastern District of Missouri.
Reference
- Full Case Name
- Chris WILLIAMS, Doing Business as Cane Creek Sod Plaintiff - Appellant v. MEDALIST GOLF, INC. Defendant - Appellee
- Cited By
- 11 cases
- Status
- Published