Jordan Miller & Associates, Inc. v. E.S.I. Cases & Accessories, Inc.

Background

Jordan Miller & Associates, Inc. (JMA) sued E.S.I. Cases & Accessories, Inc. (ESI) under state law for breach of contract, promissory estoppel, unjust enrichment, and quantum meruit. The claims principally concerned ESI’s alleged failure to pay for JMA’s design, branding, and marketing services.

The parties agreed that ESI would pay JMA $450,000 for work during 2017, in periodic installments. They disputed whether the agreement identified six specific brands and whether their prior arrangements were month-to-month or annual. In May 2017, ESI asked JMA to stop working on the Kevlar brand and begin work on Blaupunkt instead. JMA contended that the parties then orally agreed to extend their arrangement from July 1, 2017, through June 30, 2018, at the same $450,000 budget. JMA said it began working on Blaupunkt with ESI’s knowledge.

ESI paid JMA $25,000 for August 2017, rather than the approximately $37,500 monthly amount JMA had previously received, and terminated JMA in September 2017. In March 2018, ESI paid JMA $27,500, which the check described as a final payment for September 2017. ESI argued that this payment was part of an agreement settling all outstanding claims. JMA contended that it accepted the payment only on the condition that ESI assign it new work. The parties disputed whether that condition was part of their agreement.

Issues and analysis

ESI moved for summary judgment under Rule 56, which permits judgment without a trial when there is no genuine dispute about a fact that could affect the result. ESI argued that the March 2018 payment created an accord and satisfaction—a settlement contract in which one party agrees to accept specified performance in resolution of an existing claim. ESI also argued that the contract did not extend beyond 2017 and that JMA could not pursue promissory-estoppel or unjust-enrichment claims because a contract existed.

The court considered ESI’s summary-judgment motion as a request to amend its answer to add the accord-and-satisfaction defense and granted the motion to that extent. The court then denied summary judgment on the defense. It found a genuine factual dispute about whether JMA and ESI mutually agreed that the settlement was conditioned on ESI providing JMA new work. The court also noted that the payment and related documents referred to a final payment for September 2017 but did not unambiguously release all of JMA’s claims.

The court rejected ESI’s argument that the alleged promise of new work necessarily resolved the issue as a matter of law because the promise might be too indefinite. Even if the promise were indefinite, the court stated that the record did not establish that it was immaterial or that it could be separated from the rest of the alleged settlement agreement.

The court also denied ESI’s request for partial summary judgment on whether the contract extended into 2018. JMA had submitted evidence of an oral extension, communications memorializing that extension, and performance involving the Blaupunkt brand. Those submissions created factual disputes about mutual agreement and performance.

Finally, the court denied summary judgment on JMA’s promissory-estoppel and unjust-enrichment claims. Because disputes remained about the contract’s scope, including whether it covered all of JMA’s 2017 services and whether it extended into 2018, JMA could maintain those alternative claims at this stage. The opinion notes that the court had previously dismissed JMA’s second and third causes of action for failure to state a claim in an August 20, 2021, memorandum order.

Disposition

Judge Laura Taylor Swain denied ESI’s motion for summary judgment. The court granted the motion only to the extent it treated it as a request to amend ESI’s answer to assert an accord-and-satisfaction defense; it denied summary judgment on that defense, denied ESI’s request for partial summary judgment concerning the contract’s extension into 2018, and denied summary judgment on JMA’s alternative promissory-estoppel and unjust-enrichment claims. The court directed the parties to meet and file a joint letter estimating the time needed to present the remaining issues at trial.