Belle City Amusements, Inc. v. Iowa State Fair Auth.

423 F.Supp.3d 663

BELLE CITY AMUSEMENTS, INC., Plaintiff,

v.IOWA STATE FAIR AUTHORITY, Defendant.

No. 4:18-cv-00248-RGE-RAW

United States District Court, S.D. Iowa, Central Division.

Signed October 9, 2019

Timothy N. Lillwitz, Bradshaw Fowler Proctor & Fairgrave, P.C., Des Moines, IA, Lan B. Kennedy-Davis, Pro Hac Vice, Rumberger Kirk & Caldwell P.A., Orlando, FL, for Plaintiff.

Matthew C. McDermott, Espnola F. Cartmill, Ryan Gene Koopmans, Belin McCormick, P.C., Des Moines, IA, for Defendant.

ORDER GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT AND DENYING PLAINTIFF'S CROSS MOTION FOR SUMMARY JUDGMENT

Rebecca Goodgame Ebinger, United States District Judge

I. INTRODUCTION

In 2009, Plaintiff Belle City Amusements, Inc. was assigned a written contract with Defendant Iowa State Fair Authority allowing Belle City to operate a carnival at the annual Iowa State Fair. From 2009 to 2016, Belle City paid a per-capita rate to the State Fair based on overall fair attendance. After the 2016 fair, Belle City refused to make a final reconciliation payment, arguing it had overpaid since 2011 because it paid a greater per-capita rate than required by the written contract. Belle City brings this action against the State Fair for the allegedly overpaid amounts. The State Fair counterclaims for the unpaid final reconciliation payment from 2016.

The State Fair now moves for summary judgment, arguing the parties' course of dealing modified the written contract and increased the per-capita rate for the 2011–2016 fairs. Belle City moves for partial summary judgment, asking the Court to hold, subject to the State Fair's defenses at trial, that the per-capita rate was as listed in the written contract. For the reasons set forth below, the Court grants the State Fair's motion for summary judgment and denies Belle City's cross-motion for partial summary judgment.

I. BACKGROUND

A. Factual Background

The background facts are undisputed, even though the parties disagree on certain conclusions to be drawn from them. See Pl.'s Resp. Def.'s Statement Material Facts, ECF No. 20-1; Def.'s Resp. Pl.'s Statement Material Facts, ECF No. 25; see also Def.'s App. Supp. Mot. Summ. J., ECF No 17-3; Pl.'s App. Supp. Resist. Def.'s Mot. Summ. J. & Pl.'s Cross-Mot. Summ. J., ECF No. 20-2.

In 1992, Mighty Blue Grass—Belle City's contractual predecessor—entered into a written contract with the State Fair to operate concessions and rides at the Iowa State Fair through 2001. ECF No. 20-1 ¶¶ 1, 3; ECF No. 17-3 at App. 22–32. Mighty Blue Grass and the State Fair modified this contract through several written addenda over the years. In 1995, they amended it to require Mighty Blue Grass to make $0.30 per-capita payments to the State Fair. ECF No. 20-1 ¶ 5. This addendum provided Mighty Blue Grass would make these per-capita payments each day based on attendance estimates. Id. And after each fair, the contract required either Mighty Blue Grass or the State Fair to make a final reconciliation payment based on actual attendance figures. Id. In 1996, Mighty Blue Grass and the State Fair amended the contract to increase the per-capita rate to $0.40 "for the 1996 Iowa State Fair ... and in subsequent years thereafter." Id. ¶ 6; ECF No. 25 at ¶¶ 5–6. Mighty Blue Grass and the State Fair amended the contract twice more, in 1997 and 2002, to extend the contract term through 2016. ECF No. 20-1 ¶¶ 3–4; ECF No. 17-3 at App. 28–29.

In 2009, Mighty Blue Grass assigned the contract to Belle City. ECF No. 20-1 ¶ 2. The State Fair consented to this assignment and executed a written addendum with Belle City raising the per-capita rate to $0.54 for the 2009 fair only. Id. ¶ 7. While negotiating this addendum, the parties also discussed the per-capita rate for the 2010 fair. Id. ¶ 8. Belle City proposed contract language stating the per-capita rate would revert to $0.40 after the 2009 fair. Id. The State Fair rejected this proposed language, arguing paragraph 17 of the contract gave it the right to increase the 2010 rate upon six-month's notice. Id. ¶¶ 9–10. The parties could not reach an agreement, so they simply amended the contract to provide the 2009 rate change would be "without prejudice to any party hereafter asserting any right under the contract including assertion of rights under Paragraph 17." Id. ¶ 11.

In 2010, the State Fair and Belle City amended the contract, again setting the per-capita rate at $0.54. Id. ¶ 15. This change applied only to the 2010 fair. Id. The State Fair's counsel sent Belle City a letter memorializing this amendment and stating, "[t]he parties have agreed to address this issue again as part of their negotiations regarding the 2011 Iowa State Fair." Id. ¶ 15; ECF No. 17-3 at App. 21.

The parties did not discuss the per-capita rate again until after the 2016 fair. See ECF No. 20-1 ¶¶ 16, 21, 26. Instead, Belle City made, and the State Fair accepted, daily per-capita payments each year from 2011 to 2016 at the same $0.54 rate. Id. ¶¶ 17–19, 21. At the end of each fair, Belle City received a one-page final reconciliation statement listing the "Per Cap rate" as $0.54. Id. ¶¶ 19, 21–22. Based on these statements, Belle City either made or received a final reconciliation payment, also calculated at the $0.54 rate. See id. ¶¶ 19–23; Panacek Dep. 46:16–48:16, ECF No. 17-3 at App. 6–8. This arrangement persisted until the end of the 2016 fair. See ECF No. 20-1 ¶¶ 24–26; Panacek Dep. 56:7–13, ECF No. 17-3 at App. 14.

In accordance with its terms, the contract between Belle City and the State Fair expired after the 2016 fair. ECF No. 20-1 ¶¶ 4, 24. The 2016 final reconciliation statement showed that Belle City owed the State Fair $60,731.36. Id. ¶ 25; ECF No. 17-3 at App. 54. Based on advice from its attorney, Belle City refused to pay this amount, arguing that absent a modification after the 2010 fair, the per-capita rate reverted to the 1996 addendum rate of $0.40 per capita. Id. ¶ 26.

The parties' representatives discussed these events at their depositions. Belle City's owner and CEO Charles Panacek testified he instructed his office manager in 2009 to calculate and make payments at the $0.54 rate unless he instructed otherwise. Id. ¶ 13; Panacek Dep., 47:23–48:8, ECF No. 17-3 at App. 7–8. He assumed his office manager continued calculating and making payments at this rate through 2016 based on his instructions from 2009, which he never withdrew. Panacek Dep. at 48:10–16, 53:17–24, ECF No. 17-3 at App. 8, 11. Panacek also admitted to receiving and reviewing yearly reconciliation statements. He testified he "probably overlooked" the per-capita rate listed on each statement because he focused primarily on which party owed money. ECF No. 20-1 ¶¶ 20–23. State Fair CEO Gary Slater testified his failure to address the per-capita rate from 2011 to 2016 was an "oversight" caused by the reassignment of the lawyer who usually notified him of the need to address it. Slater Dep. 46:5–47:1, ECF No. 20-2 at Pl.'s App. 28–29.

B. Procedural Background

Belle City filed a complaint against the State Fair, alleging breach of contract and unjust enrichment claims. Compl., ECF No. 1. Belle City alleges the per-capita rate reverted to $0.40 after the 2010 fair and it overpaid the State Fair at the $0.54 rate from 2011 to 2016. Id. ¶¶ 17–28. The State Fair denies Belle City's allegations and asserts a counterclaim for breach of contract, alleging Belle City failed to pay the contractually required final reconciliation payment of $60,731.36 for the 2016 fair. Answer, Affirmative Defenses, & Countercl., ECF No. 8.¹

The State Fair now moves for summary judgment on Belle City's claims and its counterclaim. Def.'s Mot. Summ. J., ECF No. 17. Belle City resists the State Fair's motion and separately moves for summary judgment. Pl.'s Br. Supp. Resist. Def.'s Mot. Summ. J., ECF No. 20; Pl.'s Mot. Summ J., ECF No. 21. The Court held a hearing on the parties' cross motions for summary judgment on September 13, 2019. Mot. Hr'g Mins., ECF No. 27. Attorneys Timothy N. Lillwitz and Ben Erickson appeared for Belle City. Id. Attorney Lan Kennedy Davis appeared telephonically for Belle City. Id. Attorneys Ryan G. Koopmans and Matthew C. McDermott appeared for the State Fair. Id. At the hearing, Belle City clarified its motion as one for partial summary judgment. As Belle City's counsel explained, Belle City asks the Court to rule as a matter of law that under the written contract the per-capita rate was $0.40 from 2011 to 2016. Belle City's counsel conceded such a ruling would not preclude the State Fair from asserting defenses at trial. Belle City also orally moved to dismiss its unjust enrichment claim. Id. ; Pl.'s Oral Mot. Dismiss Count II, ECF No. 28. The Court granted Belle City's oral motion. ECF No. 27; Text Order Granting Pl.'s Oral Mot. Dismiss Count II, ECF No. 29.

II. LEGAL STANDARD

Under Federal Rule of Civil Procedure 56, the Court must grant a party's motion for summary judgment if there are no genuine issues of material fact in dispute and the moving party is entitled to judgment as a matter of law. Celotex Corp. v. Catrett , 477 U.S. 317, 322–23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). A genuine issue of material fact exists where the issue "may reasonably be resolved in favor of either party." Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 250, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment. Factual disputes that are irrelevant or unnecessary will not be counted." Id. at 248, 106 S.Ct. 2505. Where there is a genuine dispute of facts, those "facts must be viewed in the light most favorable to the nonmoving party." Ricci v. DeStefano , 557 U.S. 557, 586, 129 S.Ct. 2658, 174 L.Ed.2d 490 (2009) (quoting Scott v. Harris , 550 U.S. 372, 380, 127 S.Ct. 1769, 167 L.Ed.2d 686 (2007) ).

To defeat a motion for summary judgment, the nonmoving party "may not rest upon...