ORDER ON DEFENDANTS' MOTION FOR SUMMARY
I. Billings, Justice Maine Superior Court.
matter is before the court on the Defendants' Motion for
following facts are undisputed unless otherwise noted. On
December 15, 2015, Gregory Lawson, a commercial seaweed
harvester, and his wife, Angela Lawson (collectively
Plaintiffs), visited Gregory Morse in his office at Atlantic
Laboratories, Inc. (ALI) (collectively Defendants).
Defendants' Statement of Material Facts (DSMF)
¶¶ 1-2, 6. ALI is a seaweed processor that buys
harvested seaweed from independent contractors. DSMF ¶
3. ALI was familiar with Gregory as he had previously used
another independent contractor's boat to harvest seaweed
which was sold to ALL DSMF ¶ 3. The parties
discussed an arrangement (the Agreement) where ALI, or Morse,
would pay for the construction of a seaweed harvesting boat
(Vessel) at their plant. DSMF ¶ 6. The Plaintiffs, or
their business, Perry's Pride II & Son, LTD
(Perry's Pride) would use the Vessel to harvest all the
seaweed they could, and the value of one-third of each
harvest would go towards the Vessel's construction costs,
in anticipation of the Plaintiffs eventual ownership of it.
DSMF ¶ 6. Gregory was to facilitate the building of the
Vessel, and then later use it to harvest
seaweed. DSMF 1 8.
the total construction cost of the Vessel was paid off
through the one-third value of each of Gregory's seaweed
harvests that he sold to ALL including three percent
interest, the Vessel would become the Plaintiffs'
property. DSMF ¶¶ 6, 10, Plaintiffs' Response
to ¶ 6. Gregory, using subcontractors when needed,
worked for four months at ALI's plant to build the
Vessel. DSMF ¶¶ 16, 18. ALI purchased the hull and
all the materials necessary for its construction, paid the
subcontractors, and owned the Vessel once construction was
complete. DSMF ¶¶ 14-15, ALI paid Gregory $15.00
per hour for his labor on the Vessel, and he is not claiming
that he is owed any additional money based on his labor. DSMF
¶¶ 17-18. Angela voluntarily assisted with the
Vessel's construction and was not paid. DSMF ¶ 19.
The Vessel was finished on April 30, 2016. DSMF ¶ 20.
used the Vessel to harvest seaweed from May 2, 2016 through
July 25, 2016. DSMF ¶ 13. Because of an intense
disagreement between Gregory and Morse about where to harvest
seaweed, Gregory stopped harvesting after July 25, and
therefore did not pay the amount due for the Vessel under the
Agreement. DSMF ¶¶ 22, 52, Pl.'s Response
¶ 22, Gregory did not speak with Morse again after this
argument. DSMF 1 49. Up to that point, the Plaintiffs had
provided 60, 000 pounds of seaweed to ALI. DSMF ¶ 44.
After the argument, the Plaintiffs asked Morse for a lump sum
payoff price for the Vessel, but he never provided it.
Pl.'s Response ¶ 22. Sometime in August, Gregory
called ALI and told the business that he needed the Vessel
taken out of the water to change its oil, in anticipation of
resuming harvesting. Pl.'s Resp. ¶ 22. On August 16,
2016, an ALI employee took the Vessel out of the water, and
after doing so, told the Plaintiffs that Morse wanted the
Vessel back, and took it with him. Pl.'s Resp. ¶ 22.
Plaintiffs sued Morse individually because he is an employee
of ALI, and they assume he is its owner, but they do not
actually know if ALI or Morse is the proper Defendant. DSMF
¶ 56. All of the documentation that came about as a
result of the Agreement shows that the seaweed was purchased
solely by ALI, ALI purchased the hull to the Vessel, and it
is registered to ALI alone. DSMF ¶ 57. Morse
does not appear on any of the documentation in his individual
capacity. The rest of the DSMFs allege that there were
missing terms in the Agreement, such as an amount of seaweed
necessary to repay the loan, quotas, price terms, and whether
the loan was to be repaid by seaweed or check. See
DSMF ¶¶ 26-36. The Plaintiffs dispute some of these
facts, but as discussed below, these facts are not material.
Plaintiffs agree there was no weekly quota, and that Gregory
set the price for the seaweed.
Plaintiffs filed their three-count complaint on July 6, 2018,
alleging breach of contract, fraudulent misrepresentation,
and conversion. After the Plaintiffs agreed to dismiss their
conversion claim, the Defendants moved for summary judgment
on May 2, 2019. The Plaintiffs timely responded, but did not
strictly comply with M.R. Civ. P. 56. The Defendants contend
that they are entitled to summary judgment based on that
procedural defect, but also on the merits of the
Plaintiffs' claims. They additionally maintain that Morse
is individually entitled to summary judgment.
judgment is appropriate if, reviewing the evidence in the
statements of fact and record references in the light most
favorable to the non-moving party, there is no genuine issue
of material fact and the moving party is entitled to judgment
as a matter of law. M.R. Civ. P. 56(a), (c); Platz
Assocs. v. Finley, 2009 ME 55, ¶ 10, 973 A.2d 743.
A fact is material if "it has the potential to affect
the outcome of the suit." Id. "A genuine
issue of material fact exists when the fact finder must
choose between competing versions of the truth,"
Id., To withstand a motion for summary judgment, the
non-moving party must present sufficient admissible evidence
to establish a prima facie case for each element of the claim
or defense. Watt v. UniFirst Corp., 2009 ME. 47,
¶ 21, 969 A.2d 897. "If a plaintiff presents
insufficient evidence on an essential element of a cause of
action, such that the defendant would be entitled to judgment
as a matter of law on that state of the evidence at a trial,
the defendant is entitled to a summary judgment."
Estate of Barron v. Shapiro & Morley, LLC, 2017
ME 51, ¶13, 157 A.3d 769.
Summary Judgment on the Merits
Defendants first argue that they are entitled to summary
judgment on the breach of contract claim because the
Agreement lacked a determinate term, and therefore was
terminable at will by either party. They allege that the
Agreement was terminated when Gregory stopped harvesting
seaweed in late July through early August after the heated
disagreement with Morse, or alternatively, when the
Defendants took the Vessel. They further argue that even if
the Agreement was not terminable at will, that the Agreement
is not a binding contract because of the absence of material,
essential terms necessary to make it binding and enforceable,
or to allow the court to allocate liabilities to the parties.
As to the Plaintiffs' fraudulent misrepresentation claim,
the Defendants mainly contend that summary judgment is
warranted because the Lawsons do not establish a prima facie
case of all the required elements, namely that they do not
show that the Defendants' statements were knowingly false
when made. Finally, they argue that the Plaintiffs
have failed to establish a prima facie case for individual
liability against Morse because they have not shown that he
was a party to the agreement, and therefore summary judgment
should be entered for him individually on both counts.
Count I: Breach of Contract
agreement to be binding under Maine law, it must be
"sufficiently definite" to allow a court to
determine its meaning and to assign the legal liabilities of
the parties. Fitzgerald v. Hutchins, 2009 ME 115,
¶ 18, 983 A.2d 382. Indefiniteness may relate to
miscellaneous or key terms of the agreement, including price,
timing of performance, or the exact work to be completed.
Id. ¶ 19. But, even if a contract is lacking an
essential term, courts will supply the necessary term using
the standard of reasonableness. Id., Sometimes,
however, missing or indefinite terms "preclude a
reasonably calculable remedy or indicate a lack of
contractual intent so as to render an agreement
unenforceable.. .." Id. The Fitzgerald
Court cited to Toione v. Larson, which observed that
courts should be "reluctant to construe a contract so as
to render it unenforceable if that result can be
avoided." 142 Me. 301, 305, 51 A.2d 51, 53 (1947).
Finally, "[u]nder Maine law, 'a reservation to
either party of an unlimited right to determine the
nature and extent of his performance renders his obligation
too indefinite for legal enforcement, making it, as it is
termed, merely illusory.'" Millien v. Colby
Coll, 2005 ME 66, ¶ 9, 874 A.2d 397 (quoting
Corthell v. Summit Thread Co., 132 Me. 94, 99, 167
A. 79, 81 (1933)).
Is the Agreement Unenforceable for Lack of Material
Defendants argue that the Agreement is unenforceable because
"essential, material terms, such as price, quantity,
location, and payment, were never concluded, making it
impossible for the court to fix any legal liabilities of the
court is not convinced by the caselaw that the Defendants
cite. First, Millieii involved a student handbook
with a reservation clause that expressly gave the college
"the right to unilaterally alter the terms of the
handbook without notice to the students." 2005 ME 66,
¶ 3, 874 A.2d 397. All the cases that cite to
Millien for the proposition put forth by the
Defendants involve detailed, written contracts that contained
explicit reservation clauses. None involve the present
circumstances of this case; a handshake deal, where at the
time the agreement was made, nothing was stated about whether
a party could change the Agreement's terms unilaterally.
The Defendants' SMFs focus on the facts that there was no
obligation to provide a minimum amount of seaweed, whether it
was to be weekly or monthly, or if the Plaintiffs had to
harvest any seaweed at all. OT 29-34. However, after a review
of the deposition testimony, in the light most favorable to
the Plaintiffs, the court does not come to the same
in their response to the Defendants' SMFs, the Plaintiffs
state that "a very specific quantity of seaweed"
was necessary under the Agreement, essentially however much
it took to pay off the amount due on the Vessel after its
construction; $127, 721. However, they do admit that there
was no discussion or agreement on the volume of seaweed to
sell to ALI, whether weekly or monthly. DSMF ¶ 31. The
Plaintiffs' deposition testimony reflects the inherent
uncertainties in taking a boat out onto the ocean to harvest
seaweed. These uncertainties include the weather, boat
breakdowns, poor harvesting at a location, and potential
injuries to the boat operator. If any of these incidences
occurred, it might mean that the Plaintiffs could not deliver
a specific amount of seaweed every week, or every month, The
court notes that these are common issues within the fishing
industry. Moreover, the Agreement was clear that the
Plaintiffs were to provide the Defendants with all the
seaweed they harvested, and that they would harvest as much
seaweed as they could. Because there was no explicit
reservation clause in the Agreement, and the Plaintiffs have
shown that a certain amount of seaweed was necessary under
the agreement as a whole, the court determines that the
quantity term of the Agreement was sufficiently definite to
amount to an enforceable contract.
Defendants next contend that the price of the seaweed and the
repayment terms are not sufficiently definite to allow the
court to enforce this Agreement. First, the repayment terms
are sufficiently definite. Although the harvests were not on
a specific weekly or monthly schedule, how the income from
them was to be allocated is clear. The price of each seaweed
harvest is less clear. According to the Defendants' SMF,
"[t]he price of any seaweed harvested would be whatever
Morse set as a price for ALL" ...