Patrick Calliari v. Sargento Foods Inc

This diversity action arises from the acquisition of Portionables, Inc. (Portiona-bles), a Washington frozen sauce manufacturer, by Sargento Foods, Inc. (Sargento), a Wisconsin cheese company. The transaction was governed by two agreements: the Stock Purchase Agreement (SPA) and the Employment Agreement (EA).

1. The district court properly granted summary judgment in favor of the Shareholders on Sargento’s breach of warranty counterclaims.

The undisputed facts established that Portionables did not produce or sell milk products as defined by the South Dakota Department of Agriculture at the time of the acquisition. The Shareholders therefore were not required by South Dakota law to obtain a state dairy license and were, as warranted, in compliance with applicable laws.

The extrinsic evidence proffered by Sar-gento failed to raise a triable issue of material fact regarding the adequacy of Portionables’ equipment, structures, and capacity. See U.S. Life Credit Ins. Co. v. Williams, 129 Wash.2d 565 , 919 P.2d 594, 597-98 (1996) (enforcing contract as written).

2. The district court correctly granted judgment as a matter of law pursuant to FRCP 50(a) in favor of Calliari on…