Chris Williams, doing business as Cane Creek Sod Plaintiff- Appellant
Medalist Golf, Inc. Defendant-Appellee
Submitted: September 27, 2018
from United States District Court for the Eastern District of
Missouri - Cape Girardeau
WOLLMAN, KELLY, and ERICKSON, Circuit Judges.
Williams, doing business as Cane Creek Sod, appeals the
district court's grant of summary judgment in favor of
Medalist Golf, Inc. Upon careful consideration of the issues
presented, we affirm the judgment of the district
operates Cane Creek, which supplies, grows, and delivers sod.
Medalist specializes in building high-end golf courses.
Medalist's project manager, Todd Tilton, sought sod bids
for the Gary Player Designed Golf Course, which Medalist
agreed to build at Big Cedar Lodge for Ozarks Golf and Hunt
Club, LLC. When requesting a bid from Cane Creek, Tilton
informed Mark Woodard, a Cane Creek employee, that the sod
was for use on a "high-end golf course for a very
important client." In December 2015, Medalist received
bids from both Cane Creek and another company, Green Acre Sod
Farm, for the Gary Player-designed golf course. Cane Creek
submitted a bid to supply Meyer Zoysia sod at $0.3233 per
square foot. After receiving Green Acre's December 2015
bid, Medalist discontinued its discussions with Green Acre.
January 2016, Tilton wrote Woodard to say that Cane Creek was
"in the driver's seat with regard to the [Meyer]
Zoysia" sod, and that so long as Ozarks Golf's new
director of agronomy approved of the sod, "then it
look[ed] good for" Cane Creek. On February 16, Tilton
wrote Woodard, saying: "We have finally gotten the word
from [Ozarks Golf] and it is going to be Meyer [Zoysia]. I
will send you an agreement this week. Don't sell it to
anyone else." Tilton then drafted a document titled
"Grass Supplier Agreement" (GSA), which he sent to
Woodard on February 18, with a request to "[p]lease sign
and send back to us for agreement execution." Tilton
later testified that Medalist used these types of agreements
"to reserve grasses" so that Medalist had enough
sod for its projects and to "set the price."
February 23 and 24, representatives for Medalist and Cane
Creek signed the GSA. Under the document's title, the GSA
states, "Job: Gary Player Designed Golf Course at Big
Cedar Lodge." In relevant part, the GSA provides that
Cane Creek "guarantees the quality and specification of
the materials provided to" Medalist. In a section titled
"Scope of Work," the GSA sets out a
"Description of Materials to be provided," an
"Estimated Quantity" of 914, 760 square feet, and a
"Unit Price" of $0.3233 per square foot. The GSA
further provides that "Estimated Quantities are a target
and not a guaranteed amount," that Cane Creek
"understands that golf courses may use more or less than
estimated quantities based upon the direction of the golf
course architects or owners of the project," and that
Cane Creek "will hold unit prices for the duration of
the project regardless of actual quantities delivered."
Medalist did not make any payment to Cane Creek in connection
with the GSA. Williams testified that he understood the
provision of the GSA stating that Cane Creek "guarantees
the quality and specification of the materials provided"
to mean that he "was guaranteeing that they were going
to get Meyer Zoysia and that it would be the quality that
satisfied the customer," and if the customer was not
satisfied, then Cane Creek "would fix it."
Bohn, director of agronomy for Big Cedar Lodge, also oversaw
Ozarks Golf and was given authority to act on behalf of
Ozarks Golf as it related to the construction of the Gary
Player-designed golf course. Bohn instructed Jeff Lezon, the
superintendent of the project, to visit Cane Creek. Around
July 7, Woodard showed Lezon the 45-acre field of Meyer
Zoysia from which Cane Creek planned to harvest sod for the
project. Lezon inspected and took photographs of the sod,
sent the photographs to Bohn, and provided Bohn with his own
feedback regarding the sod. Bohn decided that the sod did not
meet the quality standards for the Gary Player-designed golf
course and instructed Medalist to reject it. On July 11,
Tilton wrote to Green Acre, and Green Acre agreed to supply
the sod required for the project at $3.25 per square yard.
Green Acre supplied a total of 754, 488 square feet of Meyer
Zoysia sod for the golf course.
14, Tilton wrote Woodard that Ozark Golf's representative
had instructed Medalist to use a different source for the
Meyer Zoysia sod in light of quality and contamination
concerns. Tilton informed Woodard that "[b]ecause of
this declaration by the owner you do not have to worry about
meeting an obligation for any specific quantity for this
project, so if you have another opportunity to sell this
grass then you should avail yourself of that
opportunity." Cane Creek then attempted to sell its
Meyer Zoysia to others, and did sell some of it to another
golf course, but was unable to sell all of the sod it had set
aside for use in the Gary Player-designed golf course.
brought suit against Medalist seeking damages for breach of
contract and promissory estoppel. The district court granted
summary judgment in favor of Medalist on both claims.
court reviews the district court's grant of summary
judgment de novo. See Dick v. Dickinson State Univ.,
826 F.3d 1054, 1058 (8th Cir. 2016). "Summary judgment
is proper only when 'there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a
matter of law.'" Id. (quoting Fed.R.Civ.P.
56(a)). "A fact is 'material' if it may affect
the outcome of the lawsuit." TCF Nat'l Bank v.
Mkt. Intelligence, Inc., 812 F.3d 701, 707 (8th Cir.
2016) (quoting Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 248 (1986)). "[W]e give the nonmoving party
the benefit of all reasonable inferences which may be drawn
without resorting to speculation." Johnson v.
Securitas Sec. Servs. USA, Inc., 769 F.3d 605, 611 (8th