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SARN Energy LLC v. Tatra Defense Vehicle A.S.

Superior Court of Delaware

October 31, 2018


          Submitted: July 19, 2018

         Upon SARN Energy LLC's Motion for Judgment on the Pleadings DENIED

          Oderah C. Nwaeze, Esquire, Duane Morris LLP, Wilmington, Delaware, Ryan E. Borneman, Esquire, Duane Morris LLP, Philadelphia, Pennsylvania. Attorneys for Plaintiff SARN Energy LLC.

          Philip Trainer, Jr., Esquire, Hayley Lenahan, Esquire, Ashby & Geddes, Wilmington, Delaware, Kenneth J. Pfaehler, Esquire, Dentons U.S. LLP, Washington, D.C. Attorneys for Defendant Tatra Defence Vehicle, a.s.

          Eric M. Davis, Judge


         This breach of contract action is assigned to the Complex Commercial Litigation Division of the Court. Tatra Defence Vehicle a.s. ("Tatra") manufactures armored fighting vehicles called the Pandur. Tatra hired SARN Energy LLC ("SARN") to help facilitate sales of the Pandur to the Slovak Republic or Czech Republic. The parties memorialized the deal in the Defense Policy Analysis and Advisor Agreement (the "Agreement") on January 14, 2016.[1] Tatra sold 20 Pandurs to the Czech Ministry of Defense (the "Ministry"). Tatra made an initial payment under the Agreement. SARN demanded full payment under the Agreement. Tatra refused payment. SARN filed suit for breach of contract.

         SARN filed its Motion for Judgment on the Pleadings (the "Motion") seeking judgment in its favor for the fee under the Agreement. Tatra filed the Opposition of Defendant and Counterclaim Plaintiff Tatra Defence Vehicle, A.S. to SARN Energy LLC's Motion for Judgment on the Pleadings (the "Opposition"). SARN filed its Reply Brief Supporting its Motion for Judgment on the Pleadings (the "Reply"). The Court held a hearing (the "Hearing") on July 19, 2018. At the conclusion of the Hearing, the Court took the Motion under advisement.

         For the reasons set forth below, the Court DENIES the Motion.


         Representatives from Tatra and SARN met in Washington, D.C. between January 10 and 13, 2015.[2] There was an additional meeting on January 14, 2016 at the Army and Navy Club in Washington, D.C.[3] Stephen Richards, Armen Agas, and Barton Marcois attended the Army and Navy Club meeting.[4] At that meeting, Mr. Richards stated that he was the chairman of SARN.[5]Mr. Agas indicated that he was deputy to the chairman of SARN.[6] Mr. Marcois held himself out at the director of SARN.[7]

         Jaroslav Strnad and Michal Strnad were also present at the Army and Navy Club meeting.[8] Jaroslav Strnad was a member of the Supervisory Board of Tatra's parent company, Czechoslovak Group ("CSG").[9] Michal Strnad was the president of CSG.[10] Mr. Richards, Mr. Agas, and Mr. Marcois represented to the Strnads that they "had connections and contacts with the U.S. Department of Defense, others in the American government and with the governments of the Czech Republic and Slovak Republic, and that they could use those connections and contacts to assist Tatra in achieving a sale of Pandur fighting vehicles to the Czech and Slovak Republics."[11] The representatives from Tatra and SARN shook hands and agreed that SARN would assist Tatra in selling Pandurs.[12]

         On January 14, 2016 SARN and Tatra entered into the Agreement.[13] Although Tatra and SARN finalized and signed the Agreement on January 29, 2016, the parties dated the Agreement for the same date-as the oral agreement at the Army and Navy Club.[14]Tatra retained SARN to provide analysis and advisory services to Tatra concerning geopolitical policy matters in efforts to enter into a contract with Slovak Republic or the Czech Republic to sell Pandur armored vehicles.[15] Specifically, the Agreement states "[SARN] will exert best efforts to advise [Tatra] on geopolitical policy matters in the sale of Pandur vehicles to the Slovak Republic and Czech Republic."[16] Tatra agreed to pay $1 million to SARN to facilitate the sale of 20 Pandurs.[17]

         On January 30, 2017, Tatra entered into an agreement with the Czech Ministry of Defense to sell 20 Pandur vehicles for approximately $80 million.[18] Tatra received its initial payment from the Ministry of Defense in June 2017.[19]

         On March 14, 2017, Tatra paid SARN $40, 000 as partial payment for services performed under the Agreement.[20] On April 7, 2017, SARN sent a letter demanding the remaining $960, 000.[21] Tatra did not respond to the April 7 Letter.[22] On May 4, 2017, SARN's counsel again demanded payment from Tatra.[23] On May 11, 2017, Tatra responded that it had not yet received the initial payment from the Ministry.[24] On May 17, 2017, Tatra informed SARN that the Ministry would pay Tatra within one month.[25]

         On June 4, 2017, SARN sent a final demand for payment.[26] On June 16, 2017, Tatra requested documentation for tax purposes and stated that "Tatra does not dispute its payment obligations" arising from the Agreement.[27] On June 21, 2017, SARN again requested payment under the Agreement.[28]

         On June 28, 2017, SARN filed the Complaint for breach of contract. SARN seeks $960, 000-the remaining balance under the Agreement. On March 23, 2018, Tatra filed its Answer and Amended Counterclaim (the "Counterclaims").[29] Tatra alleges: (i) breach of contract-failure to provide tax information; (ii) breach of contract-disclosing confidential information; (iii) breach of the duty of good faith and fair dealing; (iv) defamation; and (v) fraud and misrepresentation. SARN has moved to dismiss the Counterclaims.


         A. Motion

         In the Motion, SARN argues that it satisfied all elements for a breach of contract claim. SARN argues that the Agreement is a valid and enforceable contract between the parties. Further, Tatra was required to pay SARN once Tatra received payment from the Ministry. The Agreement does not contain a proof of work provision, whereby SARN needed to show Tatra what work was done in furtherance of the sale of Pandurs to the Ministry. Further, the proof of work is not required under European Union law. Finally, Tatra owes attorneys' fees and costs under the contract for its breach.

         B. Opposition

         Tatra opposes the Motion. Tatra argues that the motion is improper because the pleadings have not completed because SARN failed to answer the Counterclaims when it filed the Motion. Tatra disputes that the Agreement is a valid and enforceable contract. Additionally, Tatra contends that there are several open issues as to material facts.


         A party may move for judgment on the pleadings pursuant to Civil Rule 12(c).[30] In determining a motion under Civil Rule 12(c) for judgment on the pleadings, the Court is required to view the facts pleaded and the inferences to be drawn from such facts in a light most favorable to the non-moving party.[31] The Court must take the well-pleaded facts alleged in the complaint as admitted.[32] When considering a motion under Civil Rule 12(c), the Court also assumes the truthfulness of all well-pled allegations of fact in the complaint.[33] The Court must, therefore, accord plaintiffs opposing a Rule 12(c) motion the same benefits as a plaintiff defending a motion under Civil Rule 12(b)(6).[34] The Court may grant a motion for judgment on the pleadings only when no material issue of fact exists and the movant is entitled to judgment as a matter of law.[35]

         V. DISCUSSION

         A. Motion is Timely

         Tatra argues that the Motion does not comply with Superior Court Rule 12(c) because SARN filed the Motion before all pleadings were closed. In GR BURGR, LLC, the petitioner filed a complaint.[36] Respondent filed an answer and counterclaims.[37] Petitioner then moved to dismiss the counterclaims and moved for judgment on the pleadings on petitioner's complaint.[38]The respondent argued that the motion was premature because petitioner had failed to respond to the counterclaims.[39] The Court rejected this argument and found that the pleadings relating to the motion had closed; therefore, ruling on the motion at that time was appropriate.[40]

          SARN filed the Complaint and Tatra filed the Counterclaims. The fact that SARN had not, at the time of the Motion, filed an answer to the counterclaim portion of the Counterclaims does not make the Motion premature. In this case, the Court finds the Motion timely as all pleadings relating to the Motion have closed-i.e., the Complaint and the answer portion of the Counterclaims.

         B. Breach of Contract

         To prevail on a breach of contract claim, the plaintiff must show: (1) a contractual obligation; (2) a breach of that obligation; and (3) resulting damages.[41]

         A court generally gives priority to the parties' intentions contained in the four corners of the contract.[42] "In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein."[43] "The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts with the agreement's overall scheme or plan."[44] "When construing a contract, and unless a contrary intent appears, [courts] will give words their ordinary meaning."[45]

         Where the language of the contract is plain and unambiguous, the contract must be enforced as written.[46] "If a writing is plain and clear on its face, i.e. its language conveys an unmistakable meaning, the writing itself is the sole source for gaining an understanding of intent."[47] The parole evidence rule bars the admission of evidence outside the contract's four corners to vary or contradict the unambiguous language.[48]

         However, "where reasonable minds could differ as to the contract's meaning, a factual dispute results and the fact-finder must consider admissible extrinsic evidence.[49]

         i. Disputes of fact in this litigation

         Tatra's Opposition is heavily intertwined with the Counterclaims and the arguments made in support of breach of contract in the Opposition to the pending Motion to Dismiss. It appears that there are several disputes as to facts in this case that preclude a ruling without discovery. Specifically, Tatra argues that the disputes of fact include whether:

(1) SARN fraudulently induced Tatra to enter into the parties' agreement.
(2) SARN promised that it had connections, contacts and capabilities that it knew it did not have.
(3) The Agreement is invalid and unenforceable.
(4) The Agreement does not reflect the totality of the parties' agreements, and for that reason conspicuously lacks ...

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