Ceramic Enterprises, Inc. v. Dexion Inc.

994 F. Supp. 97, 1998 U.S. Dist. LEXIS 1488, 1998 WL 56106
CourtDistrict Court, D. Puerto Rico
DecidedFebruary 3, 1998
DocketNo. CIV. 97-1037 JP
StatusPublished
Cited by3 cases

This text of 994 F. Supp. 97 (Ceramic Enterprises, Inc. v. Dexion Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Puerto Rico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ceramic Enterprises, Inc. v. Dexion Inc., 994 F. Supp. 97, 1998 U.S. Dist. LEXIS 1488, 1998 WL 56106 (prd 1998).

Opinion

OPINION AND ORDER

PIERAS, District Judge.

I. INTRODUCTION AND BACKGROUND

Now before the Court are the parties respective Motions for Summary Judgment (docket Nos. 20 & 21), their respective oppositions, and Dexion’s Reply to Plaintiffs Opposition to Summary Judgment. At the Initial Scheduling Conference, the parties agreed that this ease turns on a question of law. The case involves a lease (“Lease”) between Plaintiff Ceramic Enterprises, Inc. (“Ceramic”) and Dexion Caribe, Inc. (“Caribe”) signed by Defendant Dexion Incorporated (“Dexion”) as guarantor and a corresponding Guaranty Agreement (“Guaranty”) between Ceramic and Dexion securing rent payments under the Lease. The Lease and Guaranty were executed on January 15,1973 and May 11, 1973, respectively. Caribe having entered into bankruptcy and defaulted on the Lease, Ceramic now brings this action to enforce Dexion’s obligation as guarantor under the Lease and Guaranty. The parties stipulated to the following facts:

1. On January 15, 1973, Ceramic Enterprises, Inc. (“Ceramic” or “Plaintiff’) and Dexion Caribe, Inc. (“Caribe”) entered into an agreement for the lease of warehouse property. At that time Caribe was a subsidiary of Dexion Incorporated (“Dexion” or “Defendant”) and Dexion signed the lease agreement as guarantor. The lease contained the following clause:
21. That the Guarantor jointly and severally with Lessee guarantees the full compliance by the Lessee of all the terms and conditions of this lease, and specifically binds itself to the payment of all rental payments due or which may become due under this contract of lease.
2. On May 11, 1973, a Guaranty agreement was signed between Dexion and Ceramic by which Dexion guaranteed the payments under the January 15, 1973 lease. The guaranty agreement contained the following provision:
(c) [Dexion Incorporated does hereby on behalf of itself, its successors and assigns] Covenant and agree with Lessor, its successors and assigns, that this agreement and guaranty shall remain and continue in full force and effect as to any renewal, extension, modification, amendment of said lease or changing of the use of the demised premises and as to any assignee or sublessee of Lessee’s interest in said lease.
3. The obligation assumed by Dexion in 1973, when it became guarantor of the lease agreement between Ceramic and Caribe, was contingent on Caribe’s unforseen violation of the lease agreement.
4. The January 15, 1973 lease agreement was subject to several extensions and modifications of its conditions. [100]*100Amendments to Indenture of Lease were subscribed in June 23, 1977, February 18, 1985, December 5, 1985, January 20, 1987, November 1, 1988, November 26, 1990, and November 15, 1993, between Ceramic and Caribe. Dexion did not sign any of these Amendments to Indenture of Lease as guarantor.
5. The price of the lease was modified several times upon its extensions. The price for the Lease ranged from an original monthly amount of $4,233.90 in 1973 to $3,790.41 after the evacuation by the lessee of 10,032 square feet, to $6,433.71 at the time this lawsuit was filed.
6. The duration of the Amendments to Indenture of Lease executed after the original lease agreement, ranged from one to five years.
7. The number of square feet in the leased warehouse was modified when Caribe vacated ten thousand and thirty-two (10,032) square feet of the original leased area.
8. Plaintiff claims a default of the January 15, 1973 lease agreement twenty four years after the execution of the guaranty agreement and nineteen (19) years after the expiration of the original lease agreement.
9. On January 15, 1996, Caribe filed a petition for relief under Chapter 7 of the Bankruptcy Code at the Bankruptcy Court for the District of Puerto Rico.
10. The final lease agreement expired on January 14,1997.

Plaintiff correctly points out in its Motion for Summary Judgment that the controversy underlying this case can be reduced to whether or not Defendant’s obligation under the Lease and Guaranty remained in force through the last amendment of the Lease.

II. SUMMARY JUDGMENT

Rule 56(c) of the Federal Rules of Civil Procedure provides:

“[Summary judgment] shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on- file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.”

The purpose of summary judgment is “to pierce the pleadings and to assess the proof in order to see whether there is a genuine need for a trial.” Garside v. Oseo Drug, Inc., 895 F.2d 46, 50 (1st Cir.1990). To make this determination, the Court must cull the record for genuine disputes of material fact, drawing all reasonable inferences in favor of the party against whom summary judgment is sought. See Kennedy v. Josephthal & Co., 814 F.2d 798, 804 (1st Cir.1987). “Material means that a contested fact has the potential to change the outcome of the suit under the governing law if the dispute over it is resolved favorable to the nonmovant.” McCarthy v. Northwest Airlines, Inc., 56 F.3d 313, 315 (1st Cir.1995). “A dispute is genuine if the parties’ positions on the issue are supported by conflicting evidence.” Int’l Ass’n of Machinists and Aerospace Workers v. Winship Green Nursing Ctr., 103 F.3d 196, 200 (1st Cir.1996). If there are material factual disputes, summary judgment is inappropriate.

When faced with a motion for summary judgment, the Court may consider “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any.” Fed.R.Civ.P. 56(c). “In addition, a court may take into account any material that would be admissible or usable at trial ... [but] inadmissible evidence may.not be considered.” Horta v. Sullivan, 4 F.3d 2, 8 (1st Cir.1993). Moreover, “mere allegations, or conjecture unsupported in the record, are insufficient to raise a genuine issue of material fact.” Id. (citing August v. Offices Unlimited, Inc., 981 F.2d 576, 580 (1st Cir.1992)); accord Medina-Munoz v. R.J. Reynolds Tobacco Co., 896 F.2d 5

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Bluebook (online)
994 F. Supp. 97, 1998 U.S. Dist. LEXIS 1488, 1998 WL 56106, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ceramic-enterprises-inc-v-dexion-inc-prd-1998.