United States District Court, D. Colorado
OPINION AND ORDER DENYING MOTION FOR SUMMARY
S. KRIEGER CHIEF UNITED STATES DISTRICT JUDGE.
MATTER comes before the Court pursuant to the
Defendant's (“Sorin”) Motion for Summary
Judgment (# 69), Ms. Bell's response
(# 70), and Sorin's reply (#
Court exercises jurisdiction pursuant to 28 U.S.C.§
Court briefly summarizes the pertinent facts here, reciting
undisputed facts and construing the disputed facts most
favorably to the non-movant. As necessary in the analysis,
further elaboration will be provided.
Bell is an independent sales representative who contracted
with device manufacturers to sell medical devices products to
doctors and hospitals. In 2014, Ms. Bell entered into a
contract with Sorin by which she would market Sorin's
cardiac devices to physicians. The agreement described Ms.
Bell's “non-exclusive territory” that listed
numerous doctors, hospitals, and medical practices in the Los
Angeles area. Ms. Bell marketed the devices to doctors, who
would select among competing manufacturer's devices, to
implant in their patients. However, the ability of a doctor
to use a chosen device depended on whether the hospital,
where that doctor would perform the surgery, also had a
contractual arrangement with the device's manufacturer.
If, for example, a doctor wished to use a Sorin device but
the hospital involved did not have a contract with Sorin, Ms.
Bell might have to sell the device at a reduced price or
might be unable to sell it at all. Ms. Bell contends that she
understood - an understanding that Sorin fostered - that
Sorin had preexisting contractual relationships with all
hospitals in her designated territory, and thus, that she
would be able to market devices to doctors who had privileges
at those hospitals. However, Sorin had no or only limited
contracts with the hospitals in Ms. Bell's territory,
thus Ms. Bell's ability to sell Sorin's devices was
on these facts, Ms. Bell asserts three claims (all of which
are based on Delaware law): (i) fraud in the inducement, in
that Sorin induced her to enter into the sales agreement
based on fraudulent representations about its contracts with
the hospitals in her territory; (ii) promissory estoppel,
based on essentially the same facts; and (iii) breach of
contract, in that Sorin breached the its promise, reflected
by the contract, that she would have access to the hospitals
listed as being in her territory.
moves (# 69) for summary judgment on all
three of Ms. Bell's claims, arguing that: (i) as to the
fraudulent inducement claim, Ms. Bell cannot show that she
justifiably relied upon Sorin's representations that it
had contracts with the hospitals in her territory, (ii) as to
the promissory estoppel claim, she similarly cannot establish
the element of justifiable reliance; and (iii) as to the
breach of contract claim, she cannot show that Sorin breached
any of the terms of its contract with her.
Standard of review
of the Federal Rules of Civil Procedure facilitates the entry
of a judgment only if no trial is necessary. See White v.
York Intern. Corp., 45 F.3d 357, 360 (10th Cir. 1995).
Summary adjudication is authorized when there is no genuine
dispute as to any material fact and a party is entitled to
judgment as a matter of law. Fed.R.Civ.P. 56(a). Substantive
law governs what facts are material and what issues must be
determined. It also specifies the elements that must be
proved for a given claim or defense, sets the standard of
proof and identifies the party with the burden of proof.
See Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 248 (1986); Kaiser-Francis Oil Co. v.
Producer's Gas Co., 870 F.2d 563, 565 (10th Cir.
1989). A factual dispute is "genuine" and summary
judgment is precluded if the evidence presented in support of
and opposition to the motion is so contradictory that, if
presented at trial, a judgment could enter for either party.
See Anderson, 477 U.S. at 248. When considering a
summary judgment motion, a court views all evidence in the
light most favorable to the non-moving party, thereby
favoring the right to a trial. See Garrett v. Hewlett
Packard Co., 305 F.3d 1210, 1213 (10th Cir. 2002).
movant has the burden of proof on a claim or defense, the
movant must establish every element of its claim or defense
by sufficient, competent evidence. See Fed. R. Civ.
P. 56(c)(1)(A). Once the moving party has met its burden, to
avoid summary judgment the responding party must present
sufficient, competent, contradictory evidence to establish a
genuine factual dispute. See Bacchus Indus., Inc. v.
Arvin Indus., Inc., 939 F.2d 887, 891 (10th Cir. 1991);
Perry v. Woodward, 199 F.3d 1126, 1131 (10th Cir.
1999). If there is a genuine dispute as to a material fact, a
trial is required. If there is no genuine dispute as to any
material fact, no trial is required. The court then applies
the law to the undisputed facts and enters judgment.
moving party does not have the burden of proof at trial, it
must point to an absence of sufficient evidence to establish
the claim or defense that the non-movant is obligated to
prove. If the respondent comes forward with sufficient
competent evidence to establish a prima facie claim
or defense, a trial is required. If the respondent fails to
produce sufficient competent evidence to establish its claim
or defense, ...