Betco Corporation, Ltd. v. Peacock

Dist. Ct. did not err in granting defendants' motion for summary judgment in plaintiff’s action alleging that defendants breached parties’ contract to purchase assets of defendants' business that produced biodegradation products that contained bacteria designed to break down various forms of waste, where plaintiff alleged that within one year of closing on instant purchase some products of its newly acquired business were being shipped at defendant-president’s direction to customers with below-specification bacteria. Plaintiff’s breach of contract claim was untimely, where it was filed beyond applicable one year period set forth in instant purchase agreement. Moreover, while defendant-president should not have instructed employees to falsify certificates of analysis and to ship products with bacteria counts too low to meet specifications, plaintiff failed to demonstrate that president’s actions destroyed plaintiff’s contractual expectations, where: (1) plaintiff was aware that defendants had shipped defective product prior to asset purchase; and (2) plaintiff failed to present any evidence that it did not receive profitable company free from customer complaints, or that any customer had complained post-asset sale about quality of product it had received. As such, plaintiff could not establish that it incurred any customer-related damages.