United States District Court, D. Delaware
before the Court is Plaintiff Heritage Handoff Holdings'
Motion for Partial Summary Judgment. (D.I. 68). The matter is
fully briefed. (D.I. 69, 85, 89). For the reasons that
follow, Plaintiffs motion is granted in part and denied in
August 10, 2016, Plaintiff filed this suit against Defendant
Ronald Fontanella i asserting claims for breach of contract,
violation of federal securities laws, common law fraud,
violation of the Connecticut Unfair Trade Practices Act, and
declaratory judgment. (D.I. 1).
dispute arises out of a stock purchase agreement between the
parties pursuant to which Plaintiff acquired from Defendant
all issued and outstanding shares of stock in the J. J. Ryan
Corporation. (Id. ¶ 2). Plaintiff alleges that
Defendant induced it to acquire the company by making various
misrepresentations and omissions in regard to the
company's customer relationships, the condition of its
machinery and equipment, and its finances and operations,
among other things. (Id. ¶ 3).
September 3G, 2016, Defendant answered Plaintiffs complaint
and asserted two counterclaims for breach of contract and
breach of the covenant of good faith and fair dealing. (D.I.
8). Plaintiff now moves for summary judgment on those
court shall grant summary judgment if 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). The moving party has the initial burden
of proving the absence of a genuinely disputed material fact
relative to the claims in question. Celotex Corp. v.
Catrett, 477 U.S. 317, 330 (1986). Material facts are
those "that could affect the outcome" of the
proceeding, and "a dispute about a material fact is
'genuine' if the evidence is sufficient to permit a
reasonable jury to return a verdict for the nonmoving
party." Lamont v. New Jersey, 637 F.3d 177, 181
(3d Cir. 2011) (quoting Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 248 (1986)). When determining
whether a genuine issue of material fact exists, the court
must view the evidence in the light most favorable to the
non-moving party and draw all reasonable inferences in that
party's favor. Scott v. Harris, 550 U.S. 372,
380 (2007); Wishkin v. Potter, 476 F.3d 180, 184 (3d
Breach of Contract
seeks summary judgment on Defendant's breach of contract
counterclaim. That claim alleges that Plaintiff breached
Section 4.1(d) of the parties' stock purchase agreement
by failing to pay Defendant pre-closing tax refunds or
credits received by the company. (D.I. 8 at 13-14).
principal argument is that Section 4.1(d) unambiguously
states that Plaintiff, not Defendant, is entitled to
pre-closing tax refunds or credits. (D.I. 69 at 4, 6-7).
responds that Section 4.1(d) contains a scrivener's
error. More specifically, he maintains that Section 4.1(d)
erroneously states that the "Purchaser" will
receive pre-closing tax refunds or credits, rather than the
"Shareholder," that is, Defendant. (D.I. 85 at 15).
According to Defendant, Plaintiffs construction
"conflicts with the commercial realities and business
context facing the parties" when the agreement was
"negotiated and consummated." (Id. at 14
4.1(d) of the parties' stock purchase agreement provides:
Any tax refunds received by the Company and any amounts
credited against Taxes to which the Company and the Purchaser
become entitled, that relate to Tax periods or parties [sic]
of Tax periods ending on or before the Closing Date shall be
for the account of the Shareholder and the Company shall pay
to the Purchaser any refund or the amount of any such ...