United States District Court, N.D. Alabama, Southern Division
OWEN BOWDRE CHIEF UNITED STATES DISTRICT JUDGE
fabled movie The Princess Bride, Inigo Montoya and
the giant Fezzik implore Miracle Max to return life to
Westley, the story's hero, so he can save Buttercup, the
heroine, from marriage to evil Prince Humperdinck. Before
doing so, Miracle Max explains the difference between
“mostly dead” and “all dead”:
Miracle Max [looking at Westley]: He probably owes
you money huh? I'll ask him.
Inigo Montoya: He's dead. He can't talk.
Miracle Max: Whoo-hoo-hoo, look who knows so much.
It just so happens that your friend here is only
mostly dead. There's a big difference between
mostly dead and all dead. Mostly dead is
slightly alive. With all dead, well, with all dead
there's usually only one thing you can do.
Inigo Montoya: What's that?
Miracle Max: Go through his clothes and look for
PRINCESS BRIDE (20th Century Fox 1987). Unfortunately for the
parties (and the court), Miracle Max did not explain the
difference between a mostly “new” MRI system and
a mostly “old” MRI system.
Central Alabama Diagnostics, LLC (“CAD”) contends
that Defendant Toshiba American Medical Systems, Inc.
represented and promised that it could deliver a new
MRI with a new magnet and electronics along with some limited
refurbished accessories (the “mostly new MRI”).
Toshiba, however, delivered a mostly old MRI, which, in
CAD's view, is as useful as all dead.
on the other hand, says that it never promised to deliver a
mostly new MRI. Instead, Toshiba's argument runs, its
promise allowed it to deliver a refurbished MRI that could
contain any combination of used components and
perhaps with some new ones. The issues are whether Toshiba
misled CAD into believing it would provide a mostly new MRI
and whether Toshiba promised to deliver a mostly new MRI
rather than a mostly old MRI, like it delivered.
matter comes before the court on CAD's and Toshiba's
cross motions for summary judgment (docs. 103, 106). In
addition to the breach of contract claims, which include
Toshiba's counterclaim premised on CAD's failure to
accept and pay for the delivered MRI, Toshiba moves for
summary judgment on CAD's claims of fraud by suppression,
promissory fraud, and promissory estoppel. CAD, which asks
for various damages and rescission of the contract, moves for
summary judgment on the breach of contract claims only.
reasons stated in this Memorandum Opinion and on the record
at the court's December 11, 2017, motion hearing
(doc.133), the court will GRANT Toshiba's motion for
summary judgment as to CAD's promissory fraud and
promissory estoppel claims. But the court will DENY
Toshiba's motion for summary judgment as to the
suppression and breach of contract claims. The court will
likewise DENY CAD's motion for partial summary judgment
on the breach of contract claims.
judgment is an integral part of the Federal Rules of Civil
Procedure. Summary judgment allows a trial court to decide
cases when no genuine issues of material fact are present and
the moving party is entitled to judgment as a matter of law.
See Fed. R. Civ. P. 56. When a district court
reviews a motion for summary judgment, it must determine two
things: (1) whether any genuine issues of material fact
exist; and if not, (2) whether the moving party is entitled
to judgment as a matter of law. Fed.R.Civ.P. 56(c).
moving party “always bears the initial responsibility
of informing the district court of the basis for its motion,
and identifying those portions of ‘the pleadings,
depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any, ' which it
believes demonstrate the absence of a genuine issue of
material fact.” Celotex Corp. v. Catrett, 477
U.S. 317, 323 (1986) (quoting Fed.R.Civ.P. 56). The moving
party can meet this burden by offering evidence showing no
dispute of material fact or by showing that the non-moving
party's evidence fails to prove an essential element of
its case on which it bears the ultimate burden of proof.
Id. at 322-23.
the moving party meets its burden of showing the district
court that no genuine issues of material fact exist, the
burden then shifts to the non-moving party “to
demonstrate that there is indeed a material issue of fact
that precludes summary judgment.” Clark v. Coats
& Clark, Inc., 929 F.2d 604, 608 (11th Cir. 1991).
In reviewing the evidence submitted, the court must
“view the evidence presented through the prism of the
substantive evidentiary burden, ” to determine whether
the nonmoving party presented sufficient evidence on which a
jury could reasonably find for the nonmoving party.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 254
(1986); Cottle v. Storer Commc'n, Inc., 849 F.2d
570, 575 (11th Cir. 1988).
court must refrain from weighing the evidence and making
credibility determinations, because these decisions fall to
the province of the jury. See Anderson, 477 U.S. at
255; Stewart v. Booker T. Washington Ins. Co., 232
F.3d 844, 848 (11th Cir. 2000); Graham v. State Farm Mut.
Ins. Co., 193 F.3d 1274, 1282 (11th Cir. 1999).
Furthermore, all evidence and inferences drawn from the
underlying facts must be viewed in the light most favorable
to the non-moving party. Graham, 193 F.3d at 1282.
filing of cross motions for summary judgment does not affect
the applicable Rule 56 standard. See, e.g.,
United States v. Oakley, 744 F.2d 1553, at 1555-56
(11th Cir. 1984). The Eleventh Circuit has noted that
“[c]ross motions for summary judgment will not, in
themselves, warrant the court in granting summary judgment
unless one of the parties is entitled to judgment as a matter
of law on facts that are not genuinely disputed.”
Id. at 1555. So, just because both sides assert that
no genuine issues of material fact exist does not mean the
court must accept their word.
court and the parties agreed generally on the critical facts
involved in this case at the December 11, 2017, motion
hearing. (Doc. 133 at 3-6).
stated, Toshiba sells both new and refurbished MRI systems.
CAD's investors hired MedWorks, a medical imaging
equipment dealer, to procure MRI systems for CAD. In November
2014 or early December 2014 in an effort to provide CAD with
a new MRI at a competitive price, Toshiba brought to the
table a plan to sell an MRI with a new magnet and
accompanying electronics, but refurbished accessories, such
as coils, table pads, and positioners, that is, a mostly new
MRI. The mostly new MRI would be new in the most important
respects, including the new magnet, and, Toshiba hoped,
months later, CAD agreed to purchase from Toshiba an MRI
detailed in an offer (the “Quotation”) dated
February 26, 2015. After reviewing it with ...