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Vincent Farms, Inc. v. Syngenta Seeds, LLC

United States District Court, D. Minnesota

January 2, 2018

VINCENT FARMS, INC., an Idaho Corporation Plaintiff,
v.
SYGENTA SEEDS, LLC, Defendant.

          MEMORANDUM DECISION AND ORDER

          Edward J. Lodge United States District Judge

         INTRODUCTION

         Pending before the Court are Syngenta Seed, LLC's Motion to Transfer Pursuant to 28 U.S.C. § 1404(a) (“Motion to Transfer”) (Dkt. 6); Plaintiff's Motion to Strike Declaration of Mark Smith in Support of Defendant Syngenta Seeds, LLC's Motion to Transfer Pursuant to 28 U.S.C. §1404(a) (“Motion to Strike Smith Declaration”) (Dkt. 10); and Plaintiff's Motion to Strike Declaration of Jose “Joe” Bengochea in Support of Defendant Syngenta Seeds, LLC's Motion to Transfer Pursuant to 28 U.S.C. § 1404(a) (“Motion to Strike Bengochea Declaration”) (Dkt. 14). These motions are now ripe for decision. Having fully reviewed the record herein, the Court finds that the facts and legal arguments are adequately presented in the briefs and record. Accordingly, in the interest of avoiding further delay, and because the Court conclusively finds that the decisional process would not be significantly aided by oral argument, the motions shall be decided on the record before the Court without oral argument.

         FACTUAL AND PROCEDURAL BACKGROUND

         On July 10, 2017, Plaintiff Vincent Farms, Inc. (“Vincent Farms”) initiated these proceedings by filing a lawsuit against Defendant Sygenta Seeds, LLC (“Sygenta”) in the Fifth Judicial District of Idaho, Twin Falls County. (Dkt. 1-1, Ex. 1, Complaint.) Syngenta then filed a timely Notice of Removal to this Court pursuant to 28 U.S.C. §§ 1332, 1441, and 1446. (Dkt. 1.)

         Plaintiff Vincent Farms is an Idaho corporation with its principal place of business in Idaho. (Dkt. 1-1.)[1] Vincent Farms is engaged in farming operations in Twin Falls County, Idaho. Defendant Syngenta is a Delaware Limited Liability Company registered to do business in Idaho with its principal place of business in Minnesota.

         Vincent Farms raised Sugar Hart seed peas for Syngenta during the 2016 crop year pursuant to a valid and existing contract between the parties (“Contract”). The Contract required that the Sugar Hart snap peas raised by Vincent Farms satisfy a germination percentage requirement of 85%.

         Vincent Farms alleges that it complied with the terms of the Contract by raising the seed peas and delivering them to Syngenta with a germination percentage rate of 87%. Nevertheless, Syngenta rejected the delivery on the basis that the seed peas did not satisfy the 85% germination requirement.

         Vincent Farms claims that Syngenta breached the Contract by refusing to accept and pay for the Sugar Hart snap peas. Vincent Farms further claims that Syngenta was negligent in its performance of its duty to prepare the Sugar Hart seed peas for testing. Vincent Farms seeks $283, 006.08 in economic damages plus prejudgment interest and attorneys fees.

         On August 30, 2017, Syngenta filed its Motion to Transfer premised on a forum selection clause it contends is contained in the Contract. (Dkt. 6.) In support of the Motion, Syngenta proffered the Declaration from Mark Smith, Syngenta's litigation counsel. (Dkt. 6-1). Attached to the Declaration are two documents that Mr. Smith attests to represent the parties' written Contract: (1) a “Production Services Agreement” dated March 1, 2016 and (2) a “Schedule of Supplemental Terms and Conditions for Peas and Green Bean Seed Production” dated March 15, 2016 (“Schedule of Supplemental Terms.”) (Dkt. 6-2.)

         On September 20, 2017 Vincent Farms filed its responsive brief in opposition to the Motion to Transfer (Dkt. 11), the Declaration of John C. Peterson (Dkt. 11-1), and a Motion to Strike (Dkt. 10). Vincent Farms argues that Syngenta's Motion to Transfer should be denied because it is based on the existence of a forum selection clause that is contained in a document that Syngenta has not proven to be part of the Contract. (Dkt. 11). Further, Vincent Farms' counsel, John C. Peterson attests that, before filing this lawsuit, his own personal knowledge as to what constituted the parties' Contract was limited to the Schedule of Supplemental Terms (Dkt. 11-1, ¶ 4.) According to Mr. Peterson, it was only after he filed the lawsuit that he learned of the existence of the Production Services Agreement. (Dkt. 11-1, ¶¶5-6.)

         As a basis for the Motion to Strike Smith Declaration, Vincent Farms argues that the documents attached to that declaration are hearsay and defense counsel, Mark Smith, lacks personal knowledge to authenticate them properly. (Dkt. 11). In reply, Syngenta proffers the Declaration of Jose “Joe” Bengochea. (Dkt. 12- 2). Mr. Bengochea attests that he was a field representative for Syngenta at the time the Contract was executed and has personal knowledge of the written documents that constitute the parties' agreement. (Dkt. 12-2, ¶1-2). Mr. Bengochea further attests that he witnessed Mr. Roger Vincent sign both the Production Services Agreement and the Schedule of Supplemental Terms. (Dkt. 12-2, ¶ 2).

         In addition, Syngenta requested that the Court take Judicial Notice of Vincent Farms's 2016 Annual Report filed with the Idaho Secretary of State. (Dkt. 12-3.) In that annual Report, Mr. Vincent is identified as the President and Registered Agent for Vincent Farms. (Dkt. 12-3.)

         Vincent Farms filed a Motion to Strike Bengochea Declaration solely on the basis that the Bengochea Declaration is untimely. (Dkt. 14). Vincent Farms argues that the Declaration should have been filed and served at the same time as the motion.

         MOTIONS TO STRIKE

         Syngenta has set forth the declarations of Mr. Smith and Mr. Bengochea in an effort to create a record regarding the existence of two written agreements that constitute the parties' Contract. Vincent Farms seeks to strike these declarations but also offers an affidavit from counsel with the same two documents attached thereto. For the reasons set forth below, the Court denies both motions to strike.

         1. Motion to Strike Smith Declaration is Denied.

         Vincent Farms argues that the Smith Declaration should be stricken because the documents attached are hearsay and also that counsel lacked personal knowledge to authenticate the documents. In response, Syngenta both argued that the Motion to Strike is improper and provided a second declaration from one of its employees who witnessed Mr. Vincent sign the documents in question.

         First, contracts do not constitute hearsay. “Hearsay” is “a statement other than one made by the declarant while testifying at the trial or hearing, offered in evidence to prove the truth of the matter asserted.” Fed.R.Civ.P. 801(c). “[O]ut of court statements that are offered as evidence of legally operative verbal conduct are not hearsay. They are considered ‘verbal acts.'” United States v. Pang, 362 F.3d 1187, 1192 (9th Cir. 2004) (citing Stuart v. UNUM Life Ins. Co. of America, 217 F.3d 1145, 1154 (9th Cir. 2000) (insurance policy); United States v. Arteaga, 117 F.3d 388, 395-98 (9th Cir. 1997) (money wire transfer forms)). Because a contract is “a legally operative document that defines the rights and liabilities of the parties in this case, ” it is excluded from the definition of hearsay. See Stuart v. UNUM Life Ins. Co. of Am., 217 F.3d at 1154 (citing United States v. Bellucci, 995 F.2d 157, 161 (9th Cir.1993); United States v. Rubier, 651 F.2d 628, 630 (9th Cir. 1981)).

         Second, Vincent Farms suggests that Mr. Smith cannot authenticate the documents attached to the declaration because he lacks personal knowledge regarding the creation and execution of the agreements. In response, Syngenta offered the declaration of Mr. Bengochea who does have personal knowledge of the documents. In addition, Vincent Farms' counsel submitted the same ...


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