CHARLESTON — The West Virginia Supreme Court of Appeals has dismissed a case, finding that two companies properly notified the cancelation of contracts with Cross Fire Inc.
Cross Fire entered into two hauling and delivery agreements that were nearly identical with Pioneer Fuels Corporation on Oct. 31, 2014, and Republic Energy on Sept. 25, 2014.
"It noted that the only difference of relevance to this lawsuit is the fact that the Republic contract contained a provision which permitted either party to terminate the agreement by providing the opposing party a fifteen (15) day notice of the parties’ desire to terminate, while the Pioneer contract contained the same language but the period for notice of termination was ninety (90) days," the Jan. 18 memorandum decision stated.
By letter dated Feb. 7, 2020, James Wood III, the president of Republic and Pioneer, notified Cross Fire that Pioneer and Republic were providing notification of the termination of the agreements and on May 18, 2020, the petitioners filed suit against Contura, the parent company of Republic and Pioneer, based upon the alleged breach of the hauling agreements.
Contura moved to dismiss the petitioners’ complaint. The petitioners sought to amend their complaint to add Republic and Pioneer as defendants, in addition to seeking to amend their factual statements.
The petitioners also sought to add a claim of promissory estoppel, asserting that they spent millions of dollars in reliance upon the contracts at issue. Contura opposed that motion.
After a Sept. 8, 2020, hearing, the circuit court denied the motion to amend the complaint and granted a motion to dismiss.
The Supreme Court found that Cross Fire has failed to properly assert a claim for any monetary damages.
"We agree with Contura’s contention that the termination clauses in these contracts and the clauses expressly disavowing a promise of exclusivity or a promise for any minimum amount of work are not 'in complete opposition to one another,'" the court noted.
The Supreme Court found that the circuit court did not err in determining that the relevant portions of the contracts at issue are clear and unambiguous.
"Under the facts of this case, and considering that petitioners fail to point this Court to any proof that they incurred any expenses or relied upon the contracts in incurring such expenses, we find that the circuit court’s grant of Contura’s motion to dismiss despite petitioners’ assertion of a claim of promissory estoppel was not erroneous," the court found.
The court also found that the petitioners’ argument as to this assignment of error is not sufficiently clear for this court to address the merits of it, as they complain about the use of a Black’s Law Dictionary definition but assert that the use of that same source should have been used as to a different term.
"Thus, we decline to attempt to address the merits of this argument," the court stated.
West Virginia Supreme Court of Appeals case number: 21-0042
