United States District Court, D. New Hampshire
Animal Hospital of Nashua, Inc.
Antech Diagnostics and Sound-Eklin VCA Cenvet, Inc. d/b/a Antech Diagnostics
Animal Hospital of Nashua, Inc.; AHN Pet Hospitals, Inc.; AHN Animal Hospital Services, Inc.; and Dr. Leo Bishop, individually and d/b/a The Animal Hospital of Nashua Opinion No. 2014 DNH 025
LANDYA McCAFFERTY, District Judge.
This case arises from a now-defunct business relationship involving Animal Hospital of Nashua, Inc. ("AHN") and a supplier of laboratory services and medical equipment, VCA Cenvet, Inc. ("Antech"). The dispute concerns AHN's dissatisfaction with the quality of certain services and equipment provided to it by Antech, and Antech's unhappiness over the termination of the business relationship. Of the various claims and counterclaims in this case, five are relevant to the issues decided in this order: AHN's claims for breach of contract and breach of the covenant of good faith and fair dealing against Antech (Counts I and II of AHN's complaint); and Antech's counterclaims against Dr. Leo Bishop, for breach of contract, breach of the covenant of good faith and fair dealing, and unjust enrichment (Count I, II, and III of Antech's counterclaim). There are currently six motions pending before the court, but in this order, the court addresses only three of them: (1) Dr. Bishop's motion for summary judgment on all three of Antech's counterclaims, which is based, in part, on his assertion that he had no contractual relationship with Antech; (2) Antech's motion for summary judgment that it did have a contractual relationship with Dr. Bishop; and (3) Antech's motion to strike an affidavit by Dr. Bishop that he submitted in support of his motion for summary judgment. For the reasons that follow, Dr. Bishop's summaryjudgment motion is granted in part and denied in part; Antech's summary-judgment motion is denied; and (3) Antech's motion to strike is denied as moot.
Summary Judgment Standard
"Summary judgment is warranted where there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.'" McGair v. Am. Bankers Ins. Co. of Fla. , 693 F.3d 94, 99 (1st Cir. 2012) (quoting Fed.R.Civ.P. 56(a); citing Rosciti v. Ins. Co. of Penn. , 659 F.3d 92, 96 (1st Cir. 2011)). "The object of summary judgment is to pierce the boilerplate of the pleadings and assay the parties' proof in order to determine whether trial is actually required.'" Dávila v. Corp. de P.R. para la Diffusión Púb. , 498 F.3d 9, 12 (1st Cir. 2007) (quoting Acosta v. Ames Dep't Stores, Inc. , 386 F.3d 5, 7 (1st Cir. 2004)).
AHN is an animal hospital. Dr. Leo Bishop is ANH's owner and president. Antech is a nationwide provider of diagnostic laboratory services for animal hospitals. In 2008, Antech provided AHN with a digital x-ray machine, and for three years, Antech provided various laboratory services to AHN. Two of AHN's claims against Antech (Counts I and II) and two of Antech's counterclaims against AHN (Counts I and II) are based upon the presumption - alleged in the parties' respective pleadings - that the business relationship between them was governed by a pair of contracts.
The record includes two documents, each dated August 1, 2008, and each titled "Services Agreement." Both documents include the following preamble:
This Services Agreement (this "Agreement") is entered into by and between Antech Diagnostics ("Antech") and the party or parties listed below as "Animal Hospital Owner(s)."
Countercl. Def.'s Mem. of Law, Ex. B (doc. no. 76-3), at 1, Ex. C (doc. no. 76-4), at 1 (boldface in the original). In a section titled "Summary Terms, " each "Agreement" identifies, in the following way, the party or parties with which Antech was purportedly contracting:
Animal Hospital(s): The Animal Hospital of Nashua
Owner(s): Dr. Leo Bishop
Id. (boldface in the original). The last page of each "Agreement" contains two signature blocks, the top one labeled: "ANIMAL HOSPITAL OWNER(S)." Id., Ex. B, at 4, Ex. C, at 3 (boldface in the original). That signature block, in turn, provides spaces for two signatures. Each of those spaces is set up in the following way: