RTS Shearing v. BNI Coal
Annotate this CaseRTS Shearing, LLC (“RTS”) appealed the dismissal of its action with prejudice after the district court granted summary judgment in favor of the defendant BNI Coal, Ltd. (“BNI”). RTS provided rock crushing services for use on various construction projects. BNI operated a coal mine near Center, North Dakota. In February 2019, RTS filed suit against BNI, claiming breach of contract after BNI canceled purchase orders for RTS to provide rock-crushing services to BNI. BNI asserted it exercised its right to cancel the balance of the purchase orders under the Terms and Conditions that were incorporated by reference in the purchase orders. In January 2020, BNI moved for summary judgment, arguing RTS’s breach-of-contract claim failed and the action should have been dismissed because the two purchase orders at issue had also incorporated BNI’s standard “Terms and Conditions,” which allowed for the cancellation. In August 2020, the district court held a hearing on BNI’s motion. The court granted summary judgment in favor of BNI and dismissed RTS’s action with prejudice. Before the North Dakota Supreme Court, RTS argued the district court erred by entering summary judgment dismissing its complaint for breach of contract. The dispositive issue was whether BNI’s separate “Terms and Conditions” were incorporated by reference into the March 2015 and July 2015 purchase orders. On this record, the Supreme Court concluded as a matter of law the undisputed facts established that both RTS and BNI had knowledge of and assented to the incorporated terms referenced in the purchase orders and that RTS was not excused from the Terms and Conditions merely on the basis of its failure to request and review a copy from BNI before performing under the purchase orders. The district court, therefore, did not err in granting BNI’s summary judgment motion.
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