Acheron Medical Supply, LLC v. Cook Medical Inc.

Dist. Ct. did not err in granting defendant's motion for summary judgment in plaintiff's action alleging that defendant breached distribution agreement calling for plaintiff to be exclusive distributor of certain products manufactured by defendant to Veterans Administration (VA) and to Dept. of Defense (DOD). Record showed that: (1) sales to DOD and VA were to be facilitated  through Distribution and Pricing Agreement (DAPA), while sales to VA required Federal Supply Schedule (FSS); (2) instant agreement called for plaintiff to obtain FSS; (3) VA would not provide FSS to plaintiff without first having access to defendant's commercial sales, which defendant declined to give; and (4) defendant eventually told plaintiff that it would not use plaintiff to obtain sales to DOD. No breach of contract by defendant occurred, since agreement did not require defendant to provide confidential records to VA in order for plaintiff to obtain FSS or to deactivate its DAPA in order for plaintiff to obtain DAPA to make sales to DOD. Ct. also rejected plaintiff's claim that defendant breached any duty of good-faith by failing to submit its sales record to VA. Too, Dist. Ct. did not err in finding that plaintiff breached agreement by not obtaining FSS, but that plaintiff owed no damages due to force majeure clause in agreement that excused plaintiff from any liability, where VA had denied plaintiff's application for FSS that was outside both parties' anticipation and outside plaintiff's control.