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Course of Conduct Revealed the Terms of an Implied Contract—Complaint Dismissed

The Third Department determined defendant had demonstrated the terms of an implied contract by course of conduct and plaintiff failed to raise a triable question of fact to the contrary:

…[A]n implied contract exists when the parties have not entered into an express contract, but their course of conduct indicates that they have reached a meeting of the minds that is sufficient to constitute an enforceable contract … . A contract may be implied “as an inference from the facts and circumstances of [a] case, although not formally stated in words, and is derived from the presumed intention of the parties as indicated by their conduct” … . Here, the parties agree that they had a longstanding implied contract, but disagree as to whether the terms of this agreement included the amounts that plaintiff now seeks to collect. Plaintiff asserts that these amounts represent debts resulting from systematic underpayments by defendant dating back to 2006. However, defendant contends that it was the parties’ longstanding practice to resolve payment disputes shortly after each payment came due, and that plaintiff gave defendant no reason to believe that any such disagreements were not resolved or that any charges remained outstanding. * * *

…[T]he uncontradicted evidence reveals that, throughout the relationship, both parties treated all pricing disputes as resolved after plaintiff accepted payment and removed the charges from its statements. Plaintiff put forward no admissible evidence giving rise to issues of fact as to whether defendant was on notice that plaintiff considered any charges to be outstanding after this process was complete, or that defendant agreed, explicitly or implicitly, that it was liable for them. Thus, defendant established as a matter of law that there was no breach of contract, and its motion for summary judgment dismissing the cause of action for breach of contract should have been granted … . Coca-Cola Refreshments, USA, Inc. v Binghamton Giant Mkts., Inc., 2015 NY Slip Op 02834, 3rd Dept 4-2-15

 

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