Foodbuy, LLC v. Gregory Packaging, Inc., No. 19-1613 (4th Cir. 2021)Annotate this Case
GPI and Foodbuy were engaged in a non-exclusive commercial relationship, which was memorialized in a supplier agreement. Foodbuy subsequently filed suit against GPI alleging, among other claims, breach of contract for overcharging its Committed Customers. GPI counterclaimed, asserting, in relevant part, breach of contract for over-invoicing and violations of North Carolina's Unfair and Deceptive Trade Practices Act (UDTPA). The district court held that the Agreement's terms were unambiguous, and, under its plain language, required GPI to pay a volume allowance only for purchases made through Foodbuy's program (and thus at Foodbuy's price). In the alternative, the district court determined that should the Agreement's terms be found to be ambiguous, the same result would follow because the various methods of contract interpretation pointed to the same conclusion.
The Fourth Circuit agreed with the district court that Foodbuy failed to show that it suffered any individualized harm as a result of GPI's alleged failure to sell its products to Committed Customers at the correct pre-determined prices under the Agreement. Therefore, the court affirmed the district court's dismissal of Foodbuy's overcharging claim for lack of standing. The court concluded that the district court did not abuse its discretion in denying Foodbuy's motion in limine to exclude GPI's damages calculation, and in denying Foodbuy's request for leave to amend its answer to conform to the evidence. The court noted that the proper framework for resolving the breach of contract claim involves the tools for interpreting ambiguous contracts. In this case, the district court undertook that analysis in its alternative holding wherein it concluded that the parties' intent was to require GPI to pay a volume allowance on only those purchases made through the Foodbuy program at the negotiated price. Because Foodbuy failed to present any argument in its opening brief taking issue with this facet of the district court's alternative holding, even though the court found the Agreement to be ambiguous, Foodbuy has waived any challenge to the district court's judgment on that ground. Therefore, the court affirmed the district court's interpretation of the Agreement. However, the district court wrongly denied GPI's cross-claim alleging violations of the UDTPA. Accordingly, the court vacated and remanded on this issue.