Ohio Farmers Insurance Company v. Northstar Technologies, Inc.

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
OHIO FARMERS INSURANCE
COMPANY d/b/a WESTFIELD
GROUP,
Plaintiff,
C.A. No. N18C-10-007 CLS
)
)
)
)
)
)
v. )
)
NORTHSTAR TECHNOLOGIES, _ )
INC., )
)
)
Defendant.
Date Submitted: November 26, 2019
Date Decided: January 28, 2020
Upon Defendant Northstar Technologies Inc.'s Motion for Summary Judgment
Denied.
Upon Plaintiff Ohio Farmers Insurance Company d/b/a Westfield Group’s
Motion for Summary Judgment
Denied.
ORDER
Seth A. Niederman, Esquire, Fox Rothschild LLP, Wilmington, Delaware, Attorney
for Plaintiff.
Marc Sposato, Esquire, Marks O’Neill, O’Brien, Doherty & Kelly, P.C.,
Wilmington, Delaware, Attorney for Defendant.
SCOTT, J.
Before the Court are cross motions for summary judgment. Plaintiff Ohio
Farmers Insurance Company d/b/a Westfield Group (“Westfield”) filed a breach of
contract claim against Northstar Technologies Inc. (“Northstar”). For the following
reasons Defendant Northstar’s Motion for Summary Judgment is DENIED and
Plaintiff Westfield’s Motion for Summary Judgment is DENIED.
Background’
Westfield and Northstar entered into an agreement in July 2017
(“Agreement”). Under the Agreement, Northstar agreed to license the Northstar
Software to Westfield for use in Westfield’s hospitality operations. In return,
Westfield agreed to compensate Northstar for the software. Originally, the
Agreement set December 6, 2017 as the date when the Northstar Software would be
completely implemented on Westfield’s systems; this date was based on Northstar’s
standard implementation timeline.
Throughout the course of the project, the parties agreed to move the “go live”
date for the project on multiple occasions. October 1, 2018 was the last “go live”
date to which the parties agreed. On September 6, 2018, Northstar notified Westfield
that the “mobile app has already been reviewed and will be available for Go Live on
the 1‘ of October without the cert implementation while with the cert, the app will
' The facts contained in this Background section are based on a Joint Stipulation of
Facts filed by the parties on November 15, 2019. Joint Stipulation of Facts for
Summary Judgment, Nov. 15, 2019.
2
be available in Mid October for Go Live.”* On September 10, 2018, counsel for
Westfield sent Northstar’s CEO a letter alleging that Northstar was in default and
that Westfield intended to terminate the Agreement.
Parties’ Assertions
A. Defendant Northstar’s Motion for Summary Judgment
Northstar moved for summary judgment on October 21, 2019. In its brief in
support of its summary judgment motion, Northstar argues that it is entitled to
judgment as a matter of law on Westfield’s claim because Westfield cannot
demonstrate Northstar breached a material covenant, warranty, or agreement under
the Agreement. Northstar further argues that Westfield cannot prevail under a theory
of anticipatory repudiation because Northstar never indicated to Westfield that it
would not complete the project. Finally, Northstar argues that none of the modified
“go-live” dates constituted a material term under the Agreement because the parties
modified these dates to suit their needs over the course of the project.
In response, Westfield opposes Northstar’s motion for summary judgment,
arguing that Northstar’s conduct breached a provision of the Agreement that
obligated Northstar to meet deadlines. Westfield argues that it terminated the
Agreement because Northstar failed to meet these deadlines; Westfield identifies
three separate deadlines that Northstar allegedly failed to meet. Further, Westfield
2 Joint Stipulation of Facts for Summary Judgment {] 68, Nov. 15, 2019.
3
contends that Northstar anticipatorily repudiated the Agreement, which entitled
Westfield to immediately terminate the Agreement. Finally, Westfield urges the
Court to interpret the Agreement’s provisions according to their plain meaning
because the terms are not ambiguous.
In its reply, Northstar argues that Westfield cannot demonstrate that Northstar
breached a material covenant, warranty, or agreement because time was not of the
essence in the Agreement. Northstar further argues that Westfield cannot show that
Northstar anticipatorily repudiated the Agreement because Northstar could have
completed the project by October 10, 2018.
B. Plaintiff Westfield’s Motion for Summary Judgment
Westfield moved for summary judgment on October 21, 2019. In its brief
supporting its summary judgment motion, Westfield argues that it is entitled to
judgment as a matter of law because Northstar breached the Agreement at least three
times. Westfield argues that Northstar failed to deliver the Northstar Software by
July 31, 2018, by September 1, 2018, and by October 1, 2018. Westfield argues that
Northstar breached the Agreement each time it failed to meet each of these deadlines.
In response, Northstar opposes Westfield’s motion for summary judgment,
arguing that the three dates are not material covenants, warranties, or agreements
under the Agreement. Northstar also argues that Westfield cannot demonstrate
Northstar anticipatorily repudiated the Agreement.
In its reply, Westfield argues that the terms of the Agreement are not
ambiguous and thus, that the Court does not need to examine extrinsic evidence to
determine what constitutes a “material covenant, warranty or agreement.” Westfield
also argues that the three dates constituted deadlines for the completion of the project
that Northstar either failed to meet or unequivocally stated it could not meet.
Standard of Review
Under Superior Court Rule of Civil Procedure 56, summary judgment is
proper when there is no genuine issue of material fact and the moving party is
entitled to judgment as a matter of law. Summary judgment will not be granted if
material facts are in dispute or if “it seems desirable to inquire more thoroughly into
the facts to clarify the application of the law to the circumstances.”* When
considering a motion for summary judgment, this Court considers all facts in a light
most favorable to the non-moving party.°
Discussion
Both parties have moved for summary judgment, arguing that there are no
genuine issues of material fact and that both parties are entitled to judgment as a
matter of law. The Court disagrees. Although the parties agree that the “go-live”
3 Super. Ct. Civ. R. 56(c).
4 Infante v. Horizon Servs., Inc., 2019 WL 3992101, at *1 (Del. Super. Aug. 23,
2019); Triumph Mortg. Corp. v. Glasgow Citgo, Inc., 2018 WL 1935968, at *3
(Del. Super. Apr. 19, 2018).
> Infante, 2019 WL 3992101, at *1.
date was moved several times over the course of the project, there are still genuine
issues of material fact about the date by which the project was to be completed.
Further, there are genuine issues of material fact about the parameters of the contract.
Accordingly, summary judgment in favor of either party is improper.
Conclusion
For the forgoing reasons, Defendant’s Motion for Summary Judgment is
DENIED and Plaintiff's Motion for Summary Judgment is DENIED.
IT IS SO ORDERED.
BLELHD
The Honorable Calvin L. Scott, Jr.