Matt Madison v. Fonar Corporation

MEMORANDUM

Fonar Corporation appeals the district court’s judgment, following a bench trial, against Fonar on its cross claims for breach of contract and breach of the covenant of good faith and fair dealing, as well as the court’s judgment in favor of Matt Malek Madison in the amount of $300,000 plus prejudgment interest. We affirm.

Fonar argues that the district court erred in concluding that Madison did not breach the contract because the contract, as contained in the Terms of Sale and the contents of Madison’s cover letter of June 29, 2005, imposed on Madison the obligation to not only search for sites, but also to actually submit those sites to Fonar for approval. The court interpreted the contract to place no such requirement on Madison. We agree. Fonar does not dispute that the contract did not explicitly state that Madison was under an obligation to search for sites or that he was required to submit sites for approval. Rather, as the district court concluded, the contract allowed Madison to elect not to proceed if he did not find sites suitable to him or if Fonar did not approve sites that he proposed. In a reciprocal manner, the contract allowed Fonar to not proceed…