BRITZ FERTILIZERS, INC. v. Bayer Corp.

MEMORANDUM DECISION AND ORDER RE: (1) DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION (DOC. 106); AND (2) DEFENDANTS’ MOTION FOR SUMMARY ADJUDICATION (DOC. 112)

I. INTRODUCTION

Before the court are two motions both jointly filed by Defendants Bayer Corporation and Bayer CropScience LP (collectively, “Bayer”). In the first motion, Bayer moves for summary judgment or, in the alternative, summary adjudication on the seven claims asserted by Plaintiff Britz Fertilizers, Inc. (“Britz”) in its Amended Complaint (Doc. 40), one of which is for breach of a “Contract to Indemnify.” In a second, separate motion, Bayer moves for summary adjudication on the issue of whether a particular distribution agreement, i.e., the “Aventis Distribution Agreement,” applies to Britz’s claim for breach of a Contract to Indemnify. Britz opposes both motions. The following background facts are taken from the parties’ submissions in connection with the motions and other documents on file in this case.

II. BACKGROUND

A. The Parties

Britz is a distributor of agricultural chemical products. (Doc. 38 at 7.) Britz is a California corporation with its principal place of…