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WLC Commercial Property Services, Inc. v. Wal-Mart Stores, Inc.

United States District Court, D. Massachusetts

February 27, 2018

WLC COMMERCIAL PROPERTY SERVICES, INC., Plaintiff,
v.
WAL-MART STORES, INC., Defendant.

          MEMORANDUM AND ORDER ON DEFENDANT'S MOTION TO DISMISS

          F. Dennis Saylor, IV United States District Judge

         This is an action for breach of contract. Plaintiff WLC Commercial Property Services, Inc., contends that it entered into an oral contract with defendant Wal-Mart Stores, Inc., under which it gave Wal-Mart a discount on a snow-removal contract for the 2014-2015 snow season in exchange for a written contract covering the next two seasons. Wal-Mart terminated the written contract after the second season. Wal-Mart contends that the written contract contained a termination clause, which it properly invoked, and that therefore this action must be dismissed.

         Because the written contract controls, and because it did contain a termination clause, Wal-Mart properly terminated the contract. Furthermore, and in any event, the statute of frauds bars enforcement of the claimed oral contract. Defendant's motion to dismiss will therefore be granted.

         I. Background

         A. Factual Background

         The following facts are set forth as alleged in the amended complaint.

         In 2014, Wal-Mart Stores, Inc., opened a new store at 770 Broadway in Saugus, Massachusetts. (Am. Compl. ¶ 6). The store manager at that time was Mark Gullotti. (Id. ¶ 7). At some point, Gullotti and WLC Commercial Property Services, Inc., orally agreed that WLC would provide snow and ice removal services for the store for the 2014-2015 snow season (that is, October 2014 through May 2015). (Id. ¶ 7).

         According to the complaint, WLC offered Gullotti two payment options. (Id. ¶ 11). Under Option 1, Wal-Mart could pay on a “per event” basis for all the services it actually used. (Id. ¶ 12). Under Option 2, Wal-Mart could pay a flat fee of $140, 000 for the season if Wal-Mart also agreed to retain WLC for the 2015-2016 and 2016-2017 seasons at $140, 000 per season. (Id. ¶ 13). Before Gullotti selected a payment option, and before he could memorialize the agreement in writing (which he had promised to do), he “went on a leave of some nature and was unavailable” for the duration of the 2014-2015 season. (Id. ¶¶ 10-11).

         Nevertheless, WLC provided snow-removal services to Wal-Mart for that season. (Id. ¶ 14).[1] Gullotti returned in the spring of 2015, and the parties resumed negotiations. (Id. ¶ 15). Because the season had been completed, the per-event price for 2014-2015 was known, and came to $280, 000. (Id. ¶ 16). Gullotti understandably chose pricing Option 2, paid WLC $140, 000 for the 2014-2015 season, and agreed to contract with WLC for the next two seasons. (Id.). No such contract, however, was executed at that time.

         A new store manager, Brendan Quirk, took over from Gullotti in the summer of 2015. (Id. ¶ 17). WLC negotiated the contract for the 2015-2016 and 2016-2017 seasons with Stephanie Garman, the Facilities Manager at Wal-Mart's headquarters. (Id. ¶ 18). Eventually, on October 20, 2015, Wal-Mart awarded the contract to WLC. (Id. ¶ 18, Ex. 1). The written contract was executed by Michael Weiss for WLC on October 31, 2015, and by Quirk for Wal-Mart on November 6, 2015. (Id. ¶ 18, Ex. 2).

         The written contract provided, in part:

This Scope of Work shall begin on the first day of the Winter Season, October 1st, 2015, and terminate on the last day of the Winter Season, May 31st, 2017 (the “Term”). This Scope of Work may be terminated by Walmart or by [WLC] at any time upon 15 days' written notice to the other party. If the Agreement or this Scope of Work is terminated before the end of the Term, Walmart shall only be liable to pay [WLC] for Services provided before the effective date of termination.

(Id. Ex. 2 ¶ 1). The contract provided for a price of $139, 000 per season. (Id. Ex. 2 ¶ 6).

         On January 25, 2016-that is, midway through the 2015-2016 season-Quirk sent a termination notice to WLC. (Id. Ex. 3). Quirk later reaffirmed the contract through the end of the 2015-2016 season, and WLC continued to perform snow-removal services through the end of that season. (Id. ΒΆΒΆ 21-22). Prior to the start of the 2016-2017 season, on September 19, 2016, WLC received ...


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