           Case: 14-11920   Date Filed: 10/23/2014   Page: 1 of 3


                                                         [DO NOT PUBLISH]



            IN THE UNITED STATES COURT OF APPEALS

                     FOR THE ELEVENTH CIRCUIT
                       ________________________

                            No. 14-11920
                        Non-Argument Calendar
                      ________________________

                  D.C. Docket No. 1:12-cv-03262-MHS



NEWELL RUBBERMAID INC.,
GRACO CHILDREN'S PRODUCTS INC.,

                                             Plaintiffs - Counter Defendants
                                             Appellees,

versus

FLEXFLO USA, INC.,

                                             Defendant - Counter Claimant
                                             Appellant.

                      ________________________

               Appeal from the United States District Court
                  for the Northern District of Georgia
                     ________________________

                            (October 23, 2014)

Before TJOFLAT, WILSON, and ROSENBAUM Circuit Judges.

PER CURIAM:
               Case: 14-11920    Date Filed: 10/23/2014   Page: 2 of 3


      This is a breach-of-contract action. Graco Children’s Products, Inc.

(“Graco”), under a “Distribution Agreement” with FlexFlo USA, Inc. (“FlexFlo”)

effective January 1, 2007, sold Graco products to FlexFlo for resale by FlexFlo to

customers in Venezuela. The Agreement’s term was one year, subject to renewal.

The Agreement renewed annually for the one-year term beginning on January 1,

2008, through January 1, 2011. In October 2011, Graco informed FlexFlo that the

Agreement would expire effective December 31, 2011, and that it would not accept

any of FlexFlo’s purchase orders after that date. When FlexFlo failed to pay Graco

the balance due on purchases made through December 31, 2011—a sum totaling

$356,464.91—Graco brought this lawsuit in the District Court to recover the

balance due.

      FlexFlo, in response to Graco’s complaint, admitted the balance due but

claimed in its answer and counterclaim that Graco (1) breached the Agreement by

wrongfully terminating the Agreement and refusing to accept purchase orders

through December 31, 2011; (2) agreed to defer filing suit for the balance due

pending good-faith efforts to negotiate a settlement of the indebtedness; and (3)

breached that agreement by failing to negotiate in good faith before filing this

lawsuit. FlexFlo also claimed a setoff in the amount of the profits it would have

made on the sale of Graco products had Graco not wrongfully terminated the

Agreement.

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                Case: 14-11920      Date Filed: 10/23/2014      Page: 3 of 3


       Following discovery, Graco moved the District Court for summary

judgment. In an order entered on January 14, 2014, the court granted the motion—

rejecting the merits of FlexFlo’s defenses and counterclaim in the process—and

gave Graco judgment for $356,464.91.1 Doc. 86. FlexFlo appeals the judgment,

arguing that summary judgment was precluded by material issues of fact as to

whether Graco wrongfully terminated the Agreement and thereafter breached its

agreement to defer collection proceedings pending the completion of good-faith

settlement negotiations.

       We have carefully considered FlexFlo’s arguments that material issues of

fact precluded summary judgment and conclude, for the reasons the District Court

gave in its January 14, 2014, order, that the arguments are foreclosed by the record.

       AFFIRMED.




       1
        On March 31, 2014, the District Court also ordered FlexFlo to pay Graco $40,334.24 in
prejudgment interest. Doc. 89.
                                              3
