Tindall Corp. v. Mondelez International, Inc.

248 F. Supp. 3d 895, 2017 WL 1163879, 2017 U.S. Dist. LEXIS 46048
CourtDistrict Court, N.D. Illinois
DecidedMarch 29, 2017
DocketNo. 14 C 05196
StatusPublished
Cited by3 cases

This text of 248 F. Supp. 3d 895 (Tindall Corp. v. Mondelez International, Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Tindall Corp. v. Mondelez International, Inc., 248 F. Supp. 3d 895, 2017 WL 1163879, 2017 U.S. Dist. LEXIS 46048 (N.D. Ill. 2017).

Opinion

Memorandum Opinion and Order

Honorable Edmond E. Chang, United States District Judge

This case illustrates that if a company wants to make sure that it has a real deal with another company—especially a multimillion dollar deal—put it in writing.1 Not just emails, but a formal, written agreement. Tindall Corporation brought this lawsuit against food-and-beverage conglomerate Mondelez International, alleging breach of contract and promissory estop-pel. R. 14, Am. Compl.2 Tindall claims that Mondelez awarded it a multi-million dollar contract to engineer, fabricate, and deliver precast concrete for, the construction of a Mondelez factory. in Mexico—only for Mondelez to break its word and give the work to another company. Id. But Monde-lez disputes that the parties ever came to an agreement. Instead, , Mondelez contends, the parties engaged in negotiations, those negotiations fizzled, and Tindall is now trying to lay claim to money that it is not owed. R. 85, Def.’s Mot. for Summ. J. Mondelez now moves for summary judgment. Id. For the reasons discussed below, the motion is granted.

I. Background

In deciding Mondelez’s motion for summary judgment, the Court views the evidence in the light most favorable to the non-moving party, Tindall. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

A. Project Arthur

Jn early- 2012, Mondelez International decided to construct a new, large-scale industrial bakery. R. 87, DSOF' ¶¶ 1, 6. It hired Stellar Group, a construction management company based in Florida, to help with the project, dubbed “Project Arthur.” Id. ¶ 1, 6. Stellar’s role was to assist in the development of-a project floor plan, site plan, budget and schedule. Id. ¶ 6.

Stellar was also responsible for vetting companies to perform the project’s precast work. See DSOF ¶ 7. Precast work in[899]*899volves designing and fabricating concrete at a manufacturing facility, and then assembling the pieces at the construction site. Id. ¶ 8. If the manufacturing facility is near the construction site, then the precast pieces only need to be moved a short distance. R. 99, Pl.’s Resp. DSOF ¶ 8. But if the facility is far away—as is sometimes the case—arrangements must be made to transport the pieces over that distance. DSOF ¶ 8. The alternative to precast concrete is cast-in-place concrete. Id. There, a small concrete facility is set up on the construction site, and the concrete is poured directly into place. Id.

In April 2012, Stellar contacted several companies and asked them to submit proposals for various precast items for Project Arthur. DSOF ¶ 7; Pl.’s Resp. DSOF ¶ 7. One of those companies was Tindall Corporation, a precast concrete manufacturer based in South Carolina. Id. ¶3. Tindall submitted its initial proposal for precast fabrication in May 2012. DSOF ¶ 9; R. 88-5, DSOF at Exh. 5, May Proposal. The May Proposal identified a “Base Proposal Scope of Work,” priced at $9,734,000 and two “Alternates,” potential add-on packages that were priced $6,647,200 and $4,782,200. May Proposal; PL’s Resp. DSOF ¶ 9. Tindall proposed to produce the precast at its plant in San Antonio, Texas. DSOF ¶ 11.

From July 2012 to November 2012, Chris Palumbo, Tindall’s Vice President for Business Development, regularly discussed the project with Stellar. R. 100, PSOF ¶ 2; R. 101, Palumbo Aff. ¶5. Pa-lumbo provided Stellar with information that they had requested about precast engineering, pricing, and scheduling. PSOF ¶ 2.

The relationship continued to progress as the year drew to a close. Palumbo submitted a revised precast budget to Michael Smith, Stellar’s Director of Project Development, in October 2012, PSOF ¶ 3, and Stellar representatives visited Tindall’s San Antonio plant in November to vet.the facility, id. ¶ 5. Shortly afterwards, Tindall representatives travelled with Stellar to Mexico, where Mondelez had decided to build Project Arthur. Id. As of this point, Tindall had dealt exclusively with Stellar; although a Mondelez representative was scheduled to join the November trip to Tindall’s San Antonio plant, he had to pull out due to illness. Id.

Around this time, Tindall also started talking to Stellar about providing the precast engineering services for Project Arthur, on top of the precast manufacturing. DSOF ¶ 71. On November 26, Tindall submitted an initial proposal to provide the engineering services for $75,000. DSOF ¶72; R. 88-10, DSOF at Exh. 10. This' proposal was later updated in February 2013 and March 2013. DSOF ¶ 72; R. 88-19; DSOF at Exh. 19; R. 89-1, DSOF at Exh. 21.

In December 2012, Tindall submitted a formal bid to provide precast design, fabrication, and delivery for Project Arthur for the lump-sum price of $23,269,600. DSOF ¶ 15; PSOF ¶ 6; R. 100-9, PSOF at Exh. 9, Tindall Bid. Upon reviewing all of the bids it received, Stellar recommended to Mondelez that it “give the package to Tin-dall.” DSOF ¶ 16. By March 2013, Stellar was hinting to Tindall that it would soon receive the contract from Mondelez. PSOF ¶11.

B. The March 20 Meeting

Tindall and Mondelez had their first direct contact on March 20, 2013, at a meeting at Stellar’s headquarters in Jacksonville, Florida (call it the “March 20 Meeting”). DSOF ¶ 21. Tindall was represented by Palumbo, and Mondelez by Carlos Nicot, the Project Arthur Procurement Lead. Id. Michael Smith also attended the meeting. Id.

[900]*900Tindall alleges that, during this meeting, Palumbo and Nicot entered into an oral agreement. Palumbo testified that Nicot awarded Tindall a precast engineering, fabrication, and delivery contract and directed Tindall to reserve capacity in the San Antonio factory for Project Arthur. PSOF ¶ 14. Palumbo further testified that he and Nicot “agreed to the price, the scope, our concessions, [and] the schedule” of the work. Id. Specifically, Palumbo averred that, towards the end of the meeting, Nicot said something along the lines of “I can work with you guys. I know I can work with you guys,” which Palumbo took as his assent to the terms discussed that day. DSOF ¶ 22.

Nicot disputes that he offered the precast contract to Tindall, entered into any agreements, or directed Tindall to reserve capacity. R. 110, Def.’s Resp. PSOF ¶ 14. He admits, however, that he and Palumbo discussed Alternates (the potential add-on packages) and that he authorized Stellar to pay Tindall $177,000 for precast engineering services. Id.

C. The March 21 Emails

The next day, Palumbo and Nicot exchanged a series of emails that will be central to this outcome of this case. DSOF ¶ 26; R. 89-2, DSOF at Exh. 22, March 21 Emails. Palumbo kicked off the chain with an email to Nicot, copying Smith, with the subject line, “Project Arthur—Tindall Precast—Recap of March 20 2013 meeting— next steps” (call this email the “Palumbo Email”). March 21 Emails. In the body, Palumbo wrote: “Carlos—Thank you for your time yesterday. Below is my understanding of our discussion regarding an agreement for Project Arthur precast scope and next steps.” Id.

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248 F. Supp. 3d 895, 2017 WL 1163879, 2017 U.S. Dist. LEXIS 46048, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tindall-corp-v-mondelez-international-inc-ilnd-2017.