18-3723-cv
Scantibodies Laboratory, Inc. v. Church & Dwight Co., Inc.

                               UNITED STATES COURT OF APPEALS
                                   FOR THE SECOND CIRCUIT

                                           SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A
SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED
BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1.
WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY
MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE
NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY
OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.


        At a stated Term of the United States Court of Appeals for the Second Circuit, held at the
Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York on the
15th day of April, two thousand twenty.

Present:         DENNIS JACOBS,
                 ROSEMARY S. POOLER,
                            Circuit Judges.
                 BRENDA K. SANNES, 1
                            District Judge.

_____________________________________________________

SCANTIBODIES LABORATORY, INC.,

                Plaintiff-Counter-Defendant - Appellant,


              v.                                                               18-3723-cv
CHURCH & DWIGHT CO., INC.,

            Defendant-Counter-Claimant-Appellee. *
_____________________________________________________

Appearing for Appellant:           Evan Mandel, Mandel Bhandari LLP (Rishi Bhandari, Robert
                                   Glunt, on the brief), New York, N.Y.



1
  Judge Brenda K. Sannes, United States District Court for the Northern District of New York,
sitting by designation.
*
    The Clerk of Court is respectfully directed to amend the official caption as listed above.
Appearing for Appellee:       Bart Williams, Proskauer Rose LLP (John E. Roberts, Baldassare
                              Vinti, on the brief), Los Angeles, CA.

Appeal from the United States District Court for the Southern District of New York (Koeltl, J.).

     ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED,
AND DECREED that the judgment of said District Court be and it hereby is VACATED and
REMANDED.

        Scantibodies Laboratory Inc. (“SLI”) appeals from the December 18, 2018 judgment of
the United States District Court for the Southern District of New York (Koeltl, J.) granting the
motion for summary judgment made by Church & Dwight Co., Inc. (“C&D”) to dismiss SLI’s
breach of contract claims; denying SLI’s motion on those claims; and denying SLI’s motion for
summary judgment on each of C&D’s counterclaims other than C&D’s claim for prima facie
tort, which the district court dismissed. Scantibodies Laboratory, Inc. v. Church & Dwight Co.,
Inc., 2018 WL 4500852 (S.D.N.Y. Sept. 19, 2008). SLI then moved for reconsideration, and that
motion was also denied. Scantibodies Laboratory, Inc. v. Church & Dwight Co., Inc., 2018 WL
4500852 (S.D.N.Y. Nov. 7, 2018). We assume the parties’ familiarity with the underlying facts,
procedural history, and specification of issues for review.

        We review grants of summary judgment de novo, and “apply the same principles as
required of the district court.” Zurich Am. Ins. Co. v. ABM Indus. Inc., 397 F.3d 158, 164 (2d Cir.
2005). Thus, “construing the evidence in the light most favorable to the non-moving party, we
must determine whether any genuine issues of material fact would bar summary judgment.” Id.
(internal quotation marks omitted). “Whether contractual language is ambiguous is a question of
law that we review de novo.” Id. “Ambiguity exists when a contract is capable of more than one
meaning when viewed objectively by a reasonably intelligent person who has examined the
context of the entire integrated agreement and who is cognizant of the customs, practices, usages
and terminology as generally understood in the particular trade or business.” Id. (internal
quotation marks omitted).

        The district court erred in finding the agreements at issue unambiguous. We find that
there are questions of material fact as to whether the agreements were requirements contracts. In
particular, the obligations of the parties under the meet-or-release provisions are susceptible to
being read in more than one way, as are the provisions that allow SLI to reject orders from C&D
that deviated more than 10 percent from purchase plan orders. We further find that the parole
evidence is not “so one-sided that no reasonable person could decide the contrary.” 3Com Corp.
v. Banco do Brasil, S.A., 171 F.3d 739, 746-47 (2d Cir. 1999). Both C&D and SLI offered
extrinsic evidence that supported their respective interpretations of the Agreements. For
example, certain of C&D’s communications indicate that at times both parties understood the
agreements to guarantee SLI exclusivity absent specified conditions, e.g., invocation of the meet-
or release provisions.

       We also find that the district court erred in granting C&D summary judgment on SLI’s
claim for scrapping costs. As the party moving for summary judgment, the burden rested with
C&D to demonstrate no questions of material fact existed. See Amaker v. Foley, 274 F.3d 677,
681 (2d Cir. 2001) (where movant fails to show that no questions of material fact exist,
“summary judgment must be denied even if no opposing evidentiary matter is presented.”).

       Finally, we agree with the district court that C&D’s argument as to whether it properly
terminated the Agreements cannot be resolved on a motion for summary judgment. Accordingly,
the judgment of the district court hereby is VACATED and REMANDED.

                                                  FOR THE COURT:
                                                  Catherine O’Hagan Wolfe, Clerk
