Custom Stud, Inc. v. Meadow Lark Agency, Inc.

Background

Custom Stud contacted Meadow Lark to arrange transportation of equipment from Minnesota to Alabama. The parties exchanged emails about the load, including the rate, truck requirements, and need for a tarp. Meadow Lark identified Advanced Specialized Carriers, LLC as the carrier and forwarded Custom Stud’s shipment information to Advanced.

Advanced agreed with Meadow Lark to transport shipments that Meadow Lark procured. That agreement stated that Advanced would be responsible for the freight after taking possession and would maintain specified insurance. Advanced picked up the equipment on May 15, 2015. When it delivered the equipment on June 23, 2015, much of it was damaged and a drill press was missing.

In February 2021, Custom Stud sued Meadow Lark for breach of contract. Custom Stud alleged that Meadow Lark promised to arrange safe and secure transportation, retain a qualified transporter, protect the equipment from damage, deliver it on time and undamaged, and keep it covered by a tarp. Meadow Lark moved for summary judgment after discovery.

Court’s Analysis

Summary judgment is appropriate when the evidence shows no genuine dispute over a material fact and the moving party is entitled to judgment as a matter of law. The court views the evidence and reasonable inferences favorably to the party opposing the motion, but that party must identify specific evidence supporting a trial-worthy factual dispute.

Alleged written contract. The email exchange did not contain the specific promises alleged in the complaint. Custom Stud instead relied on an alleged written “master agreement” and a certificate of insurance. But Custom Stud’s witnesses could not identify the agreement, confirm that it existed for this shipment, or explain its terms. Custom Stud produced no firsthand evidence about the alleged agreement beyond statements that one might have existed. The certificate of insurance expressly stated that it conferred no rights on the certificate holder, and Custom Stud did not establish why it had been sent, what it covered, or whether it related to a master agreement.

The court concluded that this evidence was insufficient for a jury to find that the alleged written contract existed, much less that Meadow Lark violated its specific terms.

Alleged oral contract. Custom Stud provided even less evidence of an oral agreement. It stated in an interrogatory that it believed an employee would have called Meadow Lark to arrange the delivery, but it provided no evidence that additional promises were made during such a call. The employee did not mention the call or an oral agreement in her deposition, and other Custom Stud witnesses likewise did not identify an oral agreement. Custom Stud offered no evidence about who made the alleged agreement, when it was made, or what the parties agreed to. The court therefore concluded that there were no facts supporting a genuine dispute over whether an oral agreement existed.

The court also noted that Custom Stud’s reference to possible implied covenants based on past dealings was unclear and insufficient to raise a new claim at the summary-judgment stage.

Disposition

The court granted Meadow Lark’s motion for summary judgment. It dismissed Custom Stud’s breach-of-contract claim with prejudice.