United States District Court, D. Massachusetts
MEMORANDUM AND ORDER
J. CASPER UNITED STATES DISTRICT JUDGE
Orange International Trading LLC (“Orange”)
brings claims against Steinhauser, Inc.
(“Steinhauser”) arising out of claims against
Steinhauser that were assigned to Orange by Frutaki Indp. Imp
e Exp. Ltd. (“Frutaki”) and Total Juice Industria
de Sucos LTDA (“Total”). D. 1. Orange moves for
judgment on the pleadings, D. 55, and Steinhauser moves for
summary judgment, D. 58. Orange also moves to strike certain
portions of Steinhauser's motion for summary judgment. D.
69. Steinhauser moves to strike certain portions of
Orange's opposition to Steinhauser's motion for
summary judgment. D. 71. For the following reasons, the Court
DENIES Orange's motion for judgment on the pleadings, D.
55, ALLOWS IN PART Orange's motion to strike, D. 69,
DENIES Steinhauser's motion for summary judgment, D. 58,
and DENIES Steinhauser's motion to strike, D. 71.
following facts are undisputed unless otherwise noted. Total
and Frutaki are entities engaged in the business of
manufacturing, supplying and selling fruit juice
concentrates. D. 1 ¶ 8; D. 11 ¶ 8. Steinhauser had
been involved in business dealings with Frutaki beginning in
2013. D. 1 ¶ 9; D. 11 ¶ 9. In 2014, Frutaki was
involved in multiple transactions with Steinhauser. D. 1
¶ 10; D. 11 ¶ 10. In one such transaction, Frutaki
sold Steinhauser over $6 million in juice concentrate and
related products. D. 1 ¶ 10; D. 11 ¶ 10. In that
transaction, as was customary for the dealings between the
two parties, Frutaki submitted an invoice to Steinhauser
prior to shipping the goods and Steinhauser paid the invoice
in full upon receipt of the bill of lading. D. 1 ¶ 10;
D. 11 ¶ 10. Three invoices from Frutaki to Steinhauser
were not paid by Steinhauser: an invoice from September 28,
2014 for $47, 124; an invoice from October 2, 2014 for $45,
936; and an invoice from October 1, 2014, for $45, 441, for a
total of $138, 501. D. 1 ¶ 13; D. 11 ¶ 13. Frutaki
demanded payment from Steinhauser for these invoices and
Steinhauser did not pay. D. 1 ¶¶ 20-21; D. 11
¶¶ 20-21. Orange attached copies of each invoice to
its complaint. D. 1-2, 1-3, 1-4.
supplied and sold juice concentrates to Steinhauser for
distribution in Europe and elsewhere on multiple occasions.
D. 1 ¶ 8; D. 11 ¶ 8. On four occasions, Steinhauser
ordered fruit juice concentrate products, received the
product, was invoiced by Total, and did not pay the invoice.
D. 1 ¶ 27-28; D. 11 ¶ 27-28. The invoices were from
October 5, 2014, for $47, 949; from October 5, 2014, for $47,
025; from October 5, 2014, for $45, 375; and from October 12,
2014, for $35, 763.75, for a total of $176, 112.75. D. 1
¶ 27; D. 11 ¶ 27. Total demanded payment from
Steinhauser and Steinhauser did not pay. D. 1 ¶ 34-35;
D. 11 ¶ 34-35. Orange attached copies of each invoice to
its complaint. D. 1-5, 1-6, 1-7, 1-8. Orange alleges, and
Steinhauser does not deny, that it is the assignee of the
claims regarding the invoices from Frutaki and Total. D. 1
about 2012, Frutaki was run by Carlos Saad
(“Saad”) and entered into a joint venture with a
company named Frutaki BV (“BV”). D. 60 ¶ 3;
D. 68 ¶ 3. Pursuant to that joint venture agreement,
Frutaki was to provide BV with various fruit juices. D. 60
¶ 4; D. 68 ¶ 4. Over the course of the joint
venture, funds were transferred from BV to Frutaki and Saad,
although the parties dispute whether that funds transfer was
a loan or a contribution to the joint venture. D. 60 ¶
5; D. 68 ¶ 5. Steinhauser contends, and Orange disputes,
that the loans were sometimes repaid via invoice forgiveness.
D. 60 ¶ 6; D. 68 ¶ 6. In 2013, there was a payment
by BV of $780, 169.18, which Steinhauser characterizes as a
loan and which Orange characterizes as a contribution to the
joint venture which was to be repaid from Frutaki's
portion of the profits from the joint venture. D. 60 ¶
8; D. 68 ¶ 8; D. 65 ¶¶ 18, 19. Steinhauser
contends, and Orange disputes, that BV assigned the right to
collect on its $780, 169.18 loan or contribution to
Steinhauser shortly before BV made that loan or contribution.
D. 60 ¶ 10; D. 68 ¶ 10. Steinhauser contends that in
2014, Saad changed the name of Frutaki to Total, whereas
Orange contends that Total was a separate entity. D. 60
¶ 11; D. 68 ¶ 11. In 2017, BV assigned to
Steinhauser the right to collect any remaining debts owed by
Frutaki to BV. D. 60 ¶ 17; D. 68 ¶ 17.
1, 2016, Orange filed its complaint against Steinhauser. D.
1. On June 28, 2017, Steinhauser filed a third-party
complaint against Frutaki, Total and Saad, the third-party
defendants. D. 28. Orange subsequently moved for judgment on
the pleadings. D. 55. Steinhauser has moved for summary
judgment. D. 58. In response, Orange moved to strike portions
of Steinhauser's motion for summary judgment, D. 69, and
Steinhauser moved to strike portions of that motion, D. 71.
The Court heard argument on the motions and took the matters
under advisement. D. 77.
Orange's Motion for Judgment on the Pleadings
Standard of Review
adjudicating a motion for judgment on the pleadings, the
Court “view[s] the facts contained in the pleadings in
the light most flattering to the nonmovant . . . and
draw[s] all reasonable inferences therefrom in [its]
favor.” Aponte-Torres v. Univ. of Puerto Rico,
445 F.3d 50, 54 (1st Cir. 2006). The Court does not engage in
“any resolution of contested facts; rather, a court may
enter judgment on the pleadings only if the uncontested and
properly considered facts conclusively establish the
movant's entitlement to a favorable judgment.”
Id. Granting a motion for judgment on the pleadings
to a plaintiff is an “extraordinary remedy.”
Robert Reiser & Co. v. Scriven, 130 F.Supp.3d
488, 498 (D. Mass. 2015). “Public policy, affording
each litigant a full and fair hearing on the merits, warrants
against imprudent use of this motion.” Nelson v.
Univ. of Maine Sys., 914 F.Supp. 643, 647 (D. Me.
Orange is Not Entitled to Judgment on the Pleadings
contends it is entitled to judgment on the pleadings because
Steinhauser does not deny in its answer, that it received
goods, was invoiced for those goods, and never paid for those
goods. D. 55 at 2-3. Orange argues that it is undisputed that
Steinhauser did not receive an assignment of any claims held
by BV until 2017. D. 28. Orange further contends that, under
Massachusetts law, Steinhauser would, at best, only be
entitled to offset its assigned claims against Frutaki and
Total if Steinhauser received its assignment of those claims
prior to receiving notice that Frutaki and Total had assigned
their claims to Orange. D. 55 at 5-6. Under Massachusetts
law, the rights of an assignee are subject to “any . .
. claim of the account debtor against the assignor which
accrues before the account debtor receives a notification of
the assignment authenticated by ...