United States v. Southwestern Electric Cooperative, Inc.

676 F. Supp. 897, 1987 U.S. Dist. LEXIS 12450, 1987 WL 31961
District Court, S.D. Illinois·Decided December 28, 1987·No. Cause No. 86-3419·Published·Cited by 2 cases

Opinion

MEMORANDUM AND ORDER

STIEHL, District Judge:

Before the Court are the parties cross-motions for summary judgment.

This cause was filed by the United States of America on behalf of the Rural Electrification Administration (REA), The National Rural Utilities Cooperative Finance Corporation (CFC), and Soyland Power Cooperative, Inc. (Soyland), seeking a declaratory judgment that the Wholesale Power Contract between Soyland and Southwestern Electric Cooperative, Inc. (Southwestern) is binding and enforceable. Count II of the complaint for declaratory judgment was previously dismissed by this Court.

Plaintiffs seek summary judgment on Count I of the complaint. Southwestern has filed a cross-motion for partial summary judgment on paragraphs 35 and 37 of plaintiffs’ complaint.

Southwestern has filed a counterclaim seeking a declaratory judgment that the wholesale Power Contract is void, because of mutual mistake of fact in Count I, and frustration of purpose in Count II.

Fed.R.Civ.P. 56(c) provides that a district court shall grant summary judgment “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 judgment as a matter of law.” In determining whether a district court properly granted summary judgment, “[a]ll factual inferences are to be taken against the moving party and in favor of the opposing party.” International Administrators, Inc. v. Life Insurance Co. of North America, 753 F.2d 1373, 1378 (7th Cir.1985). In instances in which “inferences contrary to those drawn by the trial court might be permissible,” a district court’s grant of summary judgment must be reversed. Munson v. Friske, 754 F.2d [899]*899683, 690 (7th Cir.1985). Once a motion for summary judgment has been made and properly supported, however, the nonmovant does have the burden of setting forth specific facts showing the existence of a genuine issue of a material fact for trial. See Rule 56(e); Posey v. Skyline Corp., 702 F.2d 102, 105 (7th Cir.), cert. denied, 464 U.S. 960, 104 S.Ct. 392, 78 L.Ed.2d 336 (1983), (noting that “a bare contention that an issue of fact exists is insufficient to raise a factual issue”). Although a requisite, the existence of a factual dispute, nonetheless, is not, standing alone, sufficient to bar summary judgment. It is well settled that a “factual dispute does not preclude summary judgment unless ... the disputed fact is outcome determinative under the governing law.” Egger v. Phillips, 710 F.2d 292, 296 (7th Cir.), cert. denied, 464 U.S. 918, 104 S.Ct. 284, 78 L.Ed.2d 262 (1983), as cited in Shlay v. Montgomery, 802 F.2d 918, 920 (7th Cir.1986).

Plaintiffs have asserted that there is no genuine issue of material fact as to the validity and enforceability of the all-requirements contract, and that, therefore, they are entitled to summary judgment. Southwestern asserts that material issues of fact exist by claiming the contract is “void” on the bases of mutual mistake of fact and/or frustration of purpose, and that a jury should determine whether these defenses do, in fact, exist.

The matter is before this Court on diversity jurisdiction, therefore this Court will apply the choice-of-law rules of the State of Illinois. Baltimore Orioles v. Major League Baseball Players, 805 F.2d 663, 681 (7th Cir.1986) cert. denied, — U.S. -, 107 S.Ct. 1593, 94 L.Ed.2d 782 (1987). The parties are in agreement that the contract in question was entered into, and is currently being performed, in Illinois, therefore, Illinois contract law principles control this issue. The basic issue underlying these motions is whether the contract between Soyland and Southwestern is binding and enforceable, or whether it is subject to rescission under either the doctrine of mutual mistake of fact, or frustration of purpose.

MISTAKE OF FACT

It should initially be noted that defendants seek to have this Court render the Soyland/Southwestern contract void on the basis of mutual mistake of fact. It is clear from both the Restatement of Contracts and Illinois case law that a contract may be voidable or subject to rescission on this basis, but it is not void on its face.

The Restatement of Contracts 2d at § 151 defines “mistake” as a “belief that is not in accord with the facts.” Further, § 152 details when a mistake of both parties makes a contract voidable:

(1) Where a mistake of both parties at the time of contract was made as to a basic assumption on which the contract was made has a material effect on the agreed exchange of performances, the contract is voidable by the adversely affected party unless he bears the risk of the mistake under the rule stated in § 154.
(2) In determining whether the mistake has a material effect on the agreed exchange of performances, account is taken of any relief by way of reformation, restitution or otherwise.

§ 154 provides:

A party bears the risk of a mistake when
(a) the risk is allocated to him by agreement of the parties, or
(b) he is aware, at the time the contract is made, that he has only limited knowledge with respect to the facts to which the mistake relates but treats his limited knowledge as sufficient, or
(c) the risk is allocated to him by the court on the ground that it is reasonable in the circumstances to do so.

In Illinois, the four conditions generally required for a court to rescind a contract are: “that the mistake relate to a material feature of the contract; that it occurred notwithstanding the exercise of reasonable care; that it is of such grave consequence that enforcement of the contract would be unconscionable; and that the other party can be placed in statu quo.” Wil-Fred’s Inc. v. Metropolitan Sanitary, 57 Ill.[900]*900App.3d 16, 14 Ill.Dec. 667, 672, 372 N.E.2d 946, 951 (1978), leave to appeal denied.

Moreover, the party seeking “rescission on the basis of mutual mistake must prove, as part of [its] prima facie case, that both parties were mistaken as to a material matter ... the mutual mistake must be shown by clear and positive evidence.” Casanas v. Nelson, 140 Ill.App.3d 341, 95 Ill.Dec. 137, 140, 489 N.E.2d 358, 361 (1986); WilFred, 372 N.E.2d at 951.

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United States v. Southwestern Electric Cooperative, Inc., 676 F. Supp. 897, 1987 U.S. Dist. LEXIS 12450, 1987 WL 31961 (S.D. Ill. 1987).

676 F. Supp. 897 (United States v. Southwestern Electric Cooperative, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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