Moore v. C.H. Robinson Worldwide, Inc.

Background

C.H. Robinson Worldwide, Inc. ('CHR') is a logistics company that sources fresh produce worldwide. Between 2017 and 2019, a group of produce farmers—David Moore d/b/a Moore Family Farms, Kevin Rentz et al. d/b/a Rentz Family Farms, Phil Sandifer & Sons Farms LLC, Powe Farms Management LLC, Townsend Brothers AG Enterprises LLC, Global Fresh, S.A.C., and CE Comercial, S.A.C. (collectively 'Growers')—each entered materially similar contracts making CHR their exclusive sales agent on a consignment basis. CHR agreed to 'endeavor' to market and sell the produce to its customers, arranging shipping and negotiating prices, in exchange for a commission on sales. Growers retained responsibility for growing, harvesting, and packing to CHR's specifications and bore title to and quality risk for the produce until customer acceptance.

Growers sued CHR alleging: (1) violations of the Perishable Agricultural Commodities Act ('PACA'), 7 U.S.C. § 499b(4), which bars commission merchants from failing without reasonable cause to perform duties arising from agricultural commodity transactions; (2) breach of contract; (3) breach of fiduciary duty; and (4) breach of the implied covenant of good faith and fair dealing. The core allegation was that CHR favored other farmers over Growers in sourcing produce, leaving Growers' goods to rot.

CHR moved for summary judgment against Townsend, Rentz, Sandifer, Moore, and Powe, and moved for default judgment against Global Fresh and CE Comercial, which had been unrepresented and unresponsive since 2021.

Summary Judgment Standard

Summary judgment (a ruling without trial) is proper when there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law under Federal Rule of Civil Procedure 56(a). The non-moving party must point to specific facts showing a genuine issue; unsupported assertions do not suffice.

Townsend, Rentz, and Sandifer

The court addressed these three plaintiffs together. Their PACA, contract, fiduciary-duty, and implied-covenant claims all depended on the same evidence and alleged the same core wrong.

The court found a fundamental evidentiary gap: Growers offered no evidence of what CHR actually did or failed to do in marketing and selling their produce. The only evidence was the bare fact that CHR sold disproportionately more of other farmers' produce. The court emphasized that despite years of discovery—including a court-appointed special master to manage discovery disputes—Growers apparently never deposed a single CHR representative to explore why sales were disproportionate or whether there was 'reasonable cause' for them. Disproportionate sales alone cannot establish PACA liability or breach of contract.

On the implied-covenant and fiduciary-duty claims, which require some showing of bad faith, dishonesty, or self-dealing, Growers similarly offered no evidence that CHR profited more from selling other farmers' produce, or had any other nefarious motive. Mere unsworn assertions in briefs are not evidence. The court noted that disproportionate sales are equally consistent with entirely innocent reasons, including happenstance.

Because no reasonable jury could find for Townsend, Rentz, or Sandifer on any claim, CHR's motion was granted and all their claims were dismissed with prejudice and on the merits.

Moore's Claims

Notice Claim

Moore claimed CHR breached a contractual obligation to notify Moore of produce rejections within one business day. CHR argued Moore suffered no provable damages from the lack of notice.

The court agreed with CHR. Under Minnesota law, breach-of-contract damages must have a 'reasonable basis for approximating loss' and cannot be 'remote, conjectural, or speculative.' Moore sought the full value of rejected produce as damages, but the correct measure is the harm caused by the lack of notice itself—not by the rejection. Moore offered no evidence that, had timely notice been given, Moore could have reclaimed and resold the produce to another buyer. Damages were therefore purely speculative. This claim was dismissed with prejudice and on the merits.

Rejection/Waiver Claim

Moore separately argued that CHR breached the contract by refusing to pay for produce that CHR's own representative had directed Moore to pack and ship, even though that produce allegedly did not meet the quality specifications in Exhibit B of the contract. Moore's theory was that CHR waived its right to conforming produce by directing the packing decisions.

Under Minnesota law, waiver requires an intentional relinquishment of a known right that must clearly appear from the facts. It is ordinarily a question of fact for a jury. The court found that Moore's testimony—that CHR's quality-control representative on Moore's farm made the final decisions about which produce to pick, pack, and ship—was plainly inconsistent with the contract's allocation of quality responsibility to Moore. A reasonable jury could find that CHR shifted the risk of rejection to itself by directing Moore to ship non-conforming produce Moore otherwise would not have shipped. Accordingly, CHR's motion for summary judgment on this claim was denied.

Powe's Claims

CHR sought summary judgment against Powe Farms on the ground that Powe's corporate representative, designated under Federal Rule of Civil Procedure 30(b)(6) for a deposition, was inadequately prepared—specifically, she could not answer certain damages questions without reference to notes she did not bring.

The court rejected this as a basis for summary judgment. The designee was able to identify the documents and methods used to calculate damages, and the confusion in the deposition appeared partly attributable to attorneys referencing different accounting documents. Moreover, CHR had less drastic remedies available, such as continuing the deposition or seeking to exclude specific evidence. Granting summary judgment on all of Powe's claims would be 'grossly disproportionate' to the alleged discovery violation. CHR's motion was denied as to Powe, except with regard to Powe's withdrawn damages claim for the category 'Load Should Have Been Sold On Contract,' which was dismissed with prejudice and on the merits.

Default Judgment Against Global Fresh and CE Comercial

Global Fresh, S.A.C. and CE Comercial, S.A.C. had been unrepresented and unresponsive since 2021. Because corporations cannot appear in federal court without licensed counsel, the Clerk of Court entered default against them on November 14, 2024. Neither appeared at the February 19, 2025 default judgment hearing.

The court found CHR met all requirements of Federal Rule of Civil Procedure 55 and entered default judgment in full:

2017 Agreement Breach (Global Fresh only) Global Fresh failed to supply the minimum weekly asparagus volume for 15 weeks, delivering 93,154 fewer crates than scheduled. Based on USDA price reports, CHR lost commissions of $198,242.44. Global Fresh is solely liable for this amount plus applicable prejudgment interest. CHR may also seek attorney's fees under the 2017 agreement.

2018 Agreement Breach (Global Fresh and CE Comercial, jointly and severally) Global Fresh and CE Comercial failed to supply the minimum volume for 23 weeks, delivering 102,735 fewer crates than scheduled. CHR's lost commissions totaled $156,153.28, plus applicable prejudgment interest.

2019 Agreement Breach (Global Fresh and CE Comercial, jointly and severally) Global Fresh and CE Comercial failed to supply the minimum volume for every week of the 2019–2020 season, delivering 722,520 fewer crates than scheduled. CHR's lost commissions totaled $1,453,862.30. Additionally, CHR was forced to purchase asparagus directly from Global Fresh and CE Comercial to cover the shortage, reselling it at a loss of $207,165. Global Fresh and CE Comercial also failed to repay a $1,000,000 advance CHR had made under the 2019 agreement. Total damages for the 2019 breach: $2,661,027.30, plus applicable prejudgment interest.

Global Fresh and CE Comercial's own claims against CHR were dismissed with prejudice for failure to prosecute. CHR may also tax its costs and disbursements against them. The court entered final judgment as to these two plaintiffs under Federal Rule of Civil Procedure 54(b), finding no just reason to delay.

Summary of Dispositions

- All claims by Townsend, Rentz, and Sandifer: dismissed with prejudice and on the merits - Moore's notice claim: dismissed with prejudice and on the merits - Moore's rejection/waiver claim: survives (summary judgment denied) - Moore's and Powe's withdrawn damages claims: dismissed with prejudice and on the merits - Remaining Powe claims: survive (summary judgment denied) - Global Fresh and CE Comercial's claims: dismissed with prejudice for failure to prosecute - Default judgment: entered against Global Fresh and CE Comercial for amounts totaling $198,242.44 (2017), $156,153.28 (2018), and $2,661,027.30 (2019), plus applicable prejudgment interest