# Tennessee Valley Authority v. Fire Star Energy Resources, LLC

> District Court, E.D. Tennessee · June 13, 2025

URL: https://www.frixlaw.com/law-library/cases/11071292

## Case

- **Court:** District Court, E.D. Tennessee
- **Decided:** June 13, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11071292

## Opinion text

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF TENNESSEE

TENNESSEE VALLEY AUTHORITY, )
)
Plaintiff, )
)
v. ) No.: 3:23-CV-424-TAV-DCP
)
FIRE STAR ENERGY RESOURCES, )
LLC, )
)
Defendant. )

AMENDED MEMORANDUM OPINION AND ORDER1

Before the Court is plaintiff’s Motion for Summary Judgment [Doc. 37]. Defendant
responded in opposition [Doc. 46], and plaintiff replied [Doc. 48]. Accordingly, this matter
is ripe for review. See E.D. Tenn. L.R. 7.1(a). For the reasons below, plaintiff’s Motion
for Summary Judgment [Doc. 37] will be GRANTED in part and DENIED in part.
I. Background
This breach of contract dispute arises from the circumstances surrounding
defendant’s failure to supply coal to plaintiff as contemplated by their written agreements.
In 2021, the parties entered into two separate contracts for the provision of coal, copies of
which appear to be attached to plaintiff’s complaint [See Docs. 1, 1-1, 1-2]. These
agreements, referred to as “Contract 559” and “Contract 585” (collectively, the

1 After the Court entered its Memorandum Opinion and Order on June 9, 2025 [Doc. 51],
counsel informed the Court of errata related to the Court’s reference to the Counts and/or Contracts
discussed herein. Therefore, for avoidance of doubt, the Court enters this Amended Memorandum
Opinion and Order with corrections made on pages 11, 14, and 15. None of these corrections alters
or amends the substance of the Court’s original judgment as to plaintiff’s Motion for Summary
Judgment [Doc. 37].
“Contracts”), obligated defendant to supply a specified quantity of coal upon the request,
acceptance, and scheduling of delivery trains by plaintiff [Doc. 1-2, pp. 4–8].
Specifically, defendant agreed to supply, and plaintiff agreed to purchase, a total of

102,600 tons of coal under Contract 559 and 184,000 tons of coal under Contract 585 [Doc.
1-1, p.5; Doc. 1-2, p. 5].2 In terms of shipping logistics, plaintiff reserved trains for coal
deliveries using an online scheduling system called ShipCSX [Doc. 32 ¶ 6]. According to
Zane H. K. Irby, a Senior Logistics Specialist employed by plaintiff, once the Tennessee
Valley Authority (“TVA”) entered a train reservation on ShipCSX, defendant was

responsible for activating that reservation through the platform [Id.].
Initially, both parties appear to have rendered their respective performances under
Contracts 559 and 585, including through use of the ShipCSX platform [See Doc. 36-2;
Doc. 36 ¶¶ 6–8]. For example, in July 2021, plaintiff reserved a delivery train designated
by ShipCSX as reservation number W602 pursuant to Contract 559 [Doc. 36-2, p. 3]. This

delivery is designated in the software’s log as “Completed” with a load date of July 12,
2021, at which time defendant supplied 11,328.88 tons of coal [Id.; Doc. 33 ¶ 6].
However, by the expiration of both Contracts, defendant had failed to provide a
cumulative 68,181.50 tons under Contract 559 and 104,231.63 tons under Contract 585
[Doc. 33 ¶¶ 7, 12]. While defendant does not appear to dispute its failure to fully perform

under the Contracts, it argues that its performance was excused by (i) plaintiff’s prior

2 Although Contract 585 originally contemplated only 138,000 tons, subsequent partially
executed call options expanded this initial obligation to 184,000 tons [See Doc. 9 ¶¶ 46 (defendant
admitting to the same)].
material breach; and/or (ii) force majeure [See Doc. 46]. Ultimately, plaintiff purchased
67,477.72 tons of coal at an average price of $72.58 per ton to compensate for the shortfalls
in defendant’s deliveries under Contract 559, resulting in claimed damages of $578,958.84

[Id. ¶ 9]. As for Contract 585, plaintiff purchased 98,454.58 tons of coal at an average
price of $197.58 per ton, resulting in claimed damages of $11,303,570.33 [Id. ¶ 13].
Plaintiff brings two breach of contract claims, one stemming from Contract 559
(Count I) and one stemming from Contract 585 (Count II) [Doc. 1 ¶¶ 56–65]. In its answer,
defendant asserts several defenses3 to these claims, including prior material breach by

plaintiff, force majeure, failure to satisfy conditions precedent on the part of plaintiff, and
estoppel [Doc. 9, pp. 7–8].
II. Standard of Review
Summary judgment under Federal Rule of Civil Procedure 56 is proper only “if the
movant shows that there is no genuine dispute as to any material fact and the movant is

entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). The moving party bears the
initial burden of establishing that no genuine issues of material fact exist. Celotex Corp. v.
Catrett, 477 U.S. 317, 330 n.2 (1986); Moore v. Philip Morris Cos., 8 F.3d 335, 339 (6th
Cir. 1993). Furthermore, all facts and inferences that the Court draws from the record before
it must be viewed in the light most favorable to the nonmoving party. Matsushita Electrical

Industrial Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); Burchett v. Kiefer,

3 Defendant also asserted a counterclaim against plaintiff in its answer [Doc. 9, pp. 8–12];
however, the Court granted plaintiff’s motion to dismiss as to this counterclaim in its prior
Memorandum Opinion and Order [Doc. 26].
301 F.3d 937, 942 (6th Cir. 2002).
Yet, “[o]nce the moving party presents evidence sufficient to support a motion under
Rule 56, the nonmoving party is not entitled to a trial merely on the basis of allegations.”

Curtis Through Curtis v. Universal Match Corp., 778 F. Supp. 1421, 1423 (E.D. Tenn.
1991) (citing Celotex, 477 U.S. at 317). To establish a genuine issue as to the existence of
a particular element, the nonmoving party must point to evidence in the record upon which
a reasonable finder of fact could find in its favor. Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 248 (1986). The genuine issue must also be material; that is, it must involve facts that

might affect the outcome of the suit under the governing law. Id.
The court’s function at the point of summary judgment is limited to determining
whether sufficient evidence has been presented to make the issue of fact a proper question
for the factfinder. Id. at 250. The court does not weigh the evidence or determine the truth
of the matter. Id. at 249. Nor does the court search the record “to establish that it is bereft

of a genuine issue of material fact.” Street v. J.C. Bradford & Co., 886 F.2d 1472, 1479–80
(6th Cir. 1989). Thus, “the inquiry performed is the threshold inquiry of determining
whether there is the need for a trial—whether, in other words, there are any genuine factual
issues that properly can be resolved only by a finder of fact because they may reasonably
be resolved in favor of either party.” Anderson, 477 U.S. at 250.

III. Analysis
The parties do not appear to dispute that the Contracts were validly formed and
enforceable, nor does defendant disagree that it breached both agreements by failing to
deliver the quantity of coal contemplated therein [See Docs. 38, 46]. Rather, the disputed
issues are whether defendant has a valid excuse for its non-performance of both Contracts
and, if not, the appropriate calculation of damages.
This Court has already determined that federal common law governs this dispute

[See Doc. 26, pp. 4–5 (citing Gillham v. TVA, 488 F. App’x 80, 83–84 (6th Cir. 2012)
(“Because the contract at issue involves the United States and was entered into pursuant to
a federal statute, federal common law applies.”))]. To recover for breach of contract under
federal common law, a party must show “(1) a valid contract between the parties, (2) an
obligation or duty arising out of the contract, (3) a breach of that duty, and (4) damages

caused by the breach.” Oliva v. United States, 961 F.3d 1359, 1362 (Fed. Cir. 2020)
(quoting San Carlos Irrigation & Drainage Dist. v. United States, 877 F.2d 957, 959 (Fed.
Cir. 1989)).
Plaintiff moves for summary judgment on both Counts I and II on grounds that it has
established each of the above-cited elements of breach of contract [Doc. 38, p. 12]. It argues

at length regarding the amount of damages, including pre- and post-judgment interest, the
Court should award based upon its showing of breach [Id. at 13–17]. Additionally, it
contends that two of defendant’s defenses (i.e., failure to satisfy conditions precedent, force
majeure) fail as a matter of law [Id. at 17–23].
Defendant responds by arguing that summary judgment is inappropriate given that

genuine issues of material fact remain as to its defenses [Doc. 46, p. 2]. Specifically, it
first contends that plaintiff’s use of the term “rejected” in connection with ShipCSX
reservations is misleading insofar as some scheduled trains were not loaded due to CSX’s
non-performance—not defendant’s [Id. at 4–8]. Second, defendant argues that plaintiff’s
payment of an invoice 23 days after the due date constitutes a prior material breach on the
part of plaintiff [Id. at 10–12]. Defendant does not appear to address or otherwise contest
plaintiff’s claimed amount and calculation of damages [See generally id.].

In reply, plaintiff first rebuts defendant’s argument related to ShipCSX reservations
[Doc. 48, p. 8]. It contends that, under the Contracts, it satisfied its only obligation with
respect to transport, which was to schedule and reserve trains [Id. at 9]. Next, as to
defendant’s prior material breach defense, plaintiff argues that late payment by 23 days
cannot be deemed material [Id. at 10–14]. Finally, plaintiff replies that even if it is deemed

to have suspended Contract 585, there is no genuine question of material fact as to whether
such suspension was wrongful because it did not act in bad faith [Id. at 15–19].
Before addressing these arguments, a point of clarification is in order regarding
defendant’s defensive theories. In its answer, defendant initially asserts the following
defenses, while reserving the right to supplement or amend: (i) failure to state a claim

pursuant to Fed. R. Civ. P. 12(b)(6); (ii) set-off and/or recoupment; (iii) no factual basis
for attorney’s fees and costs; (iv) prior material breaches of both Contracts; (v) force
majeure; (vi) failure to satisfy conditions precedent of both Contracts; (vii) estoppel; (viii)
failure to mitigate damages; and (ix) any and all defenses set forth in the Contracts [Doc.
9, pp. 7–8, ¶¶ 1–10]. In its summary judgment brief, defendant states that plaintiff

“addresses only two (2) of Fire Star’s defenses” [Doc. 46, p. 3], presumably alluding to the
above defenses it initially plead; however, defendant only argues a subset of these defenses
for purposes of summary judgment. Specifically, it contends that (i) plaintiff failed to
satisfy conditions precedent of Contract 559 prior to defendant’s own alleged breach [Id.
at 4–8];4 and (ii) plaintiff materially breached and/or suspended Contract 585 prior to
defendant’s own alleged breach [Id. at 8–12]. But nowhere does defendant further develop
or invoke the other defenses it initially plead, including force majeure5 and estoppel [See

generally id.].
Defendant’s failure to respond to plaintiff’s arguments regarding certain defenses
(e.g., force majeure) and its failure to develop other defenses initially plead constitutes a
waiver of those defenses for purposes of summary judgment See Brown v. VHS of
Michigan, Inc., 545 F. App’x 368, 372 (6th Cir. 2013) (“This Court’s jurisprudence on

abandonment of claims is clear: a [party] is deemed to have abandoned a claim when [it]
fails to address it in response to a motion for summary judgment”); see also Edison v. Twp.
of Northville, 752 F. Supp. 3d 808, 828 (E.D. Mich. 2024) (deeming certain summary
judgment arguments waived where the non-movant failed to respond). “It is not sufficient
for a party to mention a possible argument in the most skeletal way, leaving the court to . . .

put flesh on its bones.” McPherson v. Kelsey, 125 F.3d 989, 995–96 (6th Cir. 1997)
(quoting Citizens Awareness Network, Inc. v. United States Nuclear Regulatory Comm’n,
59 F.3d 284, 293–94 (1st Cir. 1995)).

4 In its memorandum in support of summary judgment, plaintiff preemptively argues that
it satisfied conditions precedent with respect to Contract 585 by reserving 16, 11,500-ton unit train
shipments between January 1, 2022, and December 31, 2022 [Doc. 38, p. 19]. Defendant,
however, does not address this argument or otherwise raise a defense of failure to satisfy conditions
precedent with respect to Contract 585 in its response brief [See generally Doc. 46].

5 Plaintiff argues that defendant waived any force majeure defense regarding Contract 585
because it did not follow the procedures contained therein [Doc. 38, p. 19]. Defendant, however,
does not address this argument or otherwise raise a defense of force majeure in its response brief
[See generally Doc. 46].
Therefore, the narrow issues before the Court are: (i) whether a genuine dispute of
material fact remains as to plaintiff’s prior material breach and/or wrongful suspension of
Contract 585; and (ii) whether a genuine dispute of material fact remains as to plaintiff’s

failure to satisfy conditions precedent in Contract 559. See Fed. R. Civ. P. 56(a). The
Court will address each defense in turn.
A. Prior Material Breach and/or Wrongful Suspension of Contract 585
Defendant invokes a defense of plaintiff’s prior material breach of Contract 585 in
its response brief [Doc. 46, p. 8]. Specifically, it points to the circumstances surrounding

train reservation number W520 as evidence that plaintiff materially breached this
agreement [Id. at 9]. After plaintiff received this shipment on July 2, 2022, it raised quality
concerns with defendant, which ultimately led to the parties invoking Section 14.2 of
Contract 585 to resolve the concerns [Id.]. In August 2022, plaintiff allegedly conceded
that laboratory analysis had resolved the quality concerns in defendant’s favor and payment

was thereafter scheduled for August 20, 2022 [Id. at 9]. However, payment of the
underlying invoice for this delivery was originally due on July 18, 2022; so, defendant
argues that plaintiff’s late payment by 23 days constitutes a material breach of Contract
585 [Id.]. Additionally, defendant argues that following plaintiff’s late payment of this
invoice, in-person meetings held in Knoxville, Tennessee, in September 2022 led Fire Star

personnel to believe that Contract 585 was suspended indefinitely [Id. at 10–11].
In reply, plaintiff argues that even if its payment for reservation number W520 was
late, this delay cannot constitute a material breach of Contract 585 [Doc. 48, p. 12]. In
support, it cites the Contract’s provision of a 60-day period to resolve disputed quality
concerns, which encompassed the timeframe within which it paid defendant [Id. at 13]. To
the extent that plaintiff delayed payment, it argues that it was acting in good faith to
determine whether it would exercise other contractual rights based on the findings of the

laboratory analysis of defendant’s coal [Id. at 14]. Additionally, as for suspension, plaintiff
maintains that it did not suspend Contract 585 [Id. at 14–15]. However, even if it did, it
argues that such suspension was not in bad faith, meaning plaintiff may still recover
pursuant to Contract 585 [Id. at 16–19 (citing Doc. 1-2 ¶¶ 18.2, 18.3)].
“Prior material breach is a federal common law defense asserted when a party

breaches a contract after another party has already breached the same contract.” Laguna
Constr. Co., Inc. v. Carter, 828 F.3d 1364, 1369 (Fed. Cir. 2016). At federal common law,
“‘[w]hat was required by way of contract performance’ is a question of law, and what the
‘allegedly breaching party . . . did or did not do’ in relation to that required performance is
a question of fact.” Aspen Consulting, LLC v. Sec’y of Army, 25 F.4th 1012, 1016 (Fed.

Cir. 2022) (quoting Gilbert v. Dep’t of Just., 334 F.3d 1065, 1071–72 (Fed. Cir. 2003))
(citing Mass. Bay Transp. Auth. v. United States, 129 F.3d 1226, 1231 (Fed. Cir. 1997)).
“Whether a party’s ‘non-compliance with the terms of a contract is material, so as to
constitute a breach, is a mixed question of fact and law.’” Id. (quoting Gilbert, 334 F.3d
at 1071). “A breach is material when it relates to a matter of vital importance, or goes to

the essence of the contract.” Thomas v. Dep’t of Hous. & Urb. Dev., 124 F.3d 1439, 1442
(Fed. Cir. 1997) (citing 5 Arthur L. Corbin, Corbin on Contracts § 1104 (1964)).
Here, defendant cites plaintiff’s late payment of invoice number 5160 as evidence
that plaintiff materially breached Contract 585 before defendant’s subsequent breach. To
determine whether this defense should preclude summary judgment in plaintiff’s favor, the
Court must first determine, as a question of law, “[w]hat was required by way of contract
performance” vis-à-vis plaintiff’s payment of this invoice. Gilbert, 334 F.3d at 1071.

Section 10.1 of Contract 585 provides that payments made by Electronic Fund Transfer
“will be made not more than Twenty (20) calendar days after: (1) receipt of a proper
invoice(s) by TVA . . . but no sooner than the date of (2) receipt and unloading of the Coal
at the Destination” [Doc. 1-2, p. 11]. Defendant attaches email correspondence pertaining
to payment of this invoice [Doc. 46-8]. In particular, this correspondence indicates that

plaintiff affirmatively withheld payment in July based upon quality concerns stemming
from the coal transported in train reservation number W520 [Id. at 3 (TVA employee
indicating that “we need to . . . withhold payment until after we can reach concession with
Firestar”)]. Ultimately, upon receipt of a third-party analysis apparently resolving the
original quality concern in defendant’s favor, plaintiff authorized payment of this invoice

on or around August 8, 2022 [Id. at 1].
Although the basic facts regarding plaintiff’s delayed payment of this invoice appear
well-established, the question of materiality presents a barrier to summary judgment. The
Court must not weigh evidence at this stage, Anderson, 477 U.S. at 249, but determining
whether a 23-day delay was “of vital importance” would require the Court to do just that.

Thomas, 124 F.3d at 1442. Additionally, while drawing inferences in favor of the
nonmovant, Matsushita, 475 U.S. at 587, the Court cannot disregard reports adduced by
defendant that some attendees—including Michael Moran, a principal of a nonparty to this
action—expressed fundamental doubts about Contract 585 following in-person meetings
in Knoxville [See Doc. 46-12, p. 3 (Moran stating that “we couldn’t start shipping coal
until we satisfied Kelly Flanagan, until Fire Star satisfied Kelly Flanagan”)].
In sum, the Court finds that a genuine dispute of material fact remains as to the

circumstances surrounding both parties’ performance of Contract 585 following train
reservation number W520 in 2022. See Fed. R. Civ. P. 56(a). Therefore, plaintiff’s Motion
for Summary Judgment [Doc. 37] will be DENIED in part with respect to Count II.
B. Failure to Satisfy Conditions Precedent of Contract 559
Plaintiff argues that it satisfied its contractual obligations with respect to Contract

559 by reserving nine, 11,300-ton unit train shipments between June 21, 2021, and
February 28, 2022 [Doc. 38, p. 18]. In support, it submits a table of train reservations
scheduled, including a column entitled “Fire Star Activated/Rejected” [Id.].
Defendant disputes the accuracy of plaintiff’s table, particularly the significance of
the words “rejected” and “activated” [Doc. 46, p. 5]. It contends that “any and all trains

‘activated’ under Contract 559 yet incomplete occurred due to errors, omissions, or fault
of TVA and/or its rail transportation contract agent, CSX” [Id. at 6]. In support, defendant
cites the declaration of CSX’s Director of Sales for the Domestic Coal group, Sara Schryer
[Doc. 36] and deposition testimony of Fire Star’s principal, Tim Jones [Doc. 45].
In reply, plaintiff argues that “activating reservations was undisputably only one

part of Fire Star’s shipping duties under the Contracts, Fire Star also had the contractual
obligation to coordinate with CSX for the sequencing, scheduling, and loading of TVA’s
unit train reservations” [Doc. 48, p. 9].
“Generally, a party to a contract may assert the nonoccurrence of a contractual
condition precedent as a defense to a claim of breach.” Haddon Hous. Assocs., Ltd. P’ship
v. United States, 711 F.3d 1330, 1338 (Fed. Cir. 2013). “When the party asserting the

defense prevented or hindered fulfillment of the condition precedent, however, it cannot
rely on that failure to avoid its own obligation to perform under the contract.” Id. (citing
Restatement (Second) of Contracts § 245; 13 Richard A. Lord, Williston on Contracts
§ 39:3 (4th ed. 2000)). “A condition precedent is either an act of a party that must be
performed or a certain event that must happen before a contractual right accrues or

contractual duty arises.” Park Props. Assocs., L.P. v. United States, 82 Fed. Cl. 162, 169
(Fed. Cl. 2008) (quoting Lord, supra, § 38:7).
The Court begins with the contractual text to determine which obligations, if any,
are properly described as conditions precedent to defendant’s obligation to perform.
Contract 559 provides that:

Regardless of which Party contracts for transportation necessary to transport
Coal purchased and sold hereunder to the Destination, unless otherwise
agreed, Firestar shall be responsible for making timely arrangements for the
scheduling of transportation equipment necessary to comply with the
delivery schedule established by TVA.

[Doc. 1-1, p. 6, ¶ 4.2]. Contract 559 does not contain express reference to ShipCSX, or the
terminology deployed therein [See generally id.]. Ms. Schryer’s declaration distinguishes
between “activated,” meaning “CSX has received TVA’s request and that the mine has
accepted the TVA reservation,” and “scheduled,” meaning “the supplier has sequenced the
reservation for loading and CSX has assigned equipment (railcars & locomotives) to the
reservation so it can be loaded” [Doc. 36, p. 3].
Upon careful review of the parties’ arguments and record evidence, the Court finds
that defendant’s invocation of the defense of an unsatisfied condition precedent fails as a
matter of law with respect to Contract 559. Although the text of Contract 559 does not

delineate with precision where plaintiff’s scheduling duties ended and defendant’s delivery
duties began, it states that “Firestar shall be responsible for making timely arrangements
for the scheduling of transportation equipment necessary to comply with the delivery
schedule established by TVA” [Doc. 1-1, p. 6, ¶ 4.2]. The evidence adduced by plaintiff
illustrates several different ShipCSX scenarios in which defendant appears to have

acknowledged plaintiff’s scheduling of a delivery train without completing delivery [See
Doc. 36-2, pp. 3–4]. When Timothy M. Jones, a principal of Fire Star, was asked during a
deposition whether TVA’s obligation is “to go into ShipCSX and make a reservation for
Fire Star,” he responded with “correct” [Doc. 45 ¶ 2; Doc. 38-1, p. 8].
For example, in September 2021, defendant accepted a train reservation and

sequenced the reservation with specifically assigned CSX equipment, but ultimately did
not complete delivery with respect to reservation number W647 [See Doc. 36-2, p. 3].
Based on the language contained in Contract 559 regarding scheduling [See Doc. 1-1, p. 6,
¶ 4.0], this unrebutted evidence would not permit a reasonable finder of fact to conclude
that plaintiff’s actions with respect to reservation number W647 amounted to “the

nonoccurrence of a contractual condition precedent.” Haddon Hous., 711 F.3d at 1338;
Anderson, 477 U.S. at 248.
Defendant’s argument with respect to plaintiff’s alleged mischaracterization of
labeling “Fire Star Activated/Rejected” is well-taken as it does appear that plaintiff’s table
collapses the ShipCSX distinction between “scheduled” and “accepted” into simply
“Activated” [See Doc. 38, p. 8]. But even bearing this distinction in mind does not save
defendant’s argument regarding train reservations that were merely “accepted.” Consider,

for example, reservation numbers W322 and W326 in October and November 2021,
respectively [Doc. 36-2, p. 3]. According to Ms. Schryer’s declaration, the spreadsheet
indicates that in each instance defendant “accepted the TVA reservation” [Doc. 36, p. 3].
This unrebutted evidence, as before, would not permit a reasonable finder of fact to
conclude that plaintiff’s actions with respect to reservation numbers W322 and W326

amounted to “the nonoccurrence of a contractual condition precedent.” Haddon Hous.,
711 F.3d at 1338; Anderson, 477 U.S. at 248.
And to the extent that defendant argues “errors, omissions, or fault” should be
attributed to plaintiff’s “rail transportation contract agent, CSX” [Doc. 46, p. 6], such an
argument would appear better suited as a third-party impleader claim against CSX—not as

evidence that plaintiff failed to trigger a condition precedent to the parties’ agreement. See
Fed. R. Civ. P. 14(a)(1) (providing that a defending party may implead “a nonparty who is
or may be liable to it for all or part of the claim against [the defending party]”). In sum,
this defense as to Count I fails as a matter of law.
Because the Court has determined that this defense fails, that plaintiff has otherwise

demonstrated a valid claim for breach of contract, and that defendant’s other defenses relate
only to Contract 585, the Court finds that plaintiff is entitled to judgment as a matter of law
as to its breach of contract claim arising from Contract 559, Count I. However, given that
the Court has not granted “all the relief requested” in plaintiff’s summary judgment motion
(see supra Section III(A)), and pursuant to Federal Rule of Civil Procedure 56(g), the Court
will decline to treat the fact of damages awardable from this breach as established in this
case. See Fed. R. Civ. P. 56(g). In so doing, the Court exercises its discretion to determine

“that it is better to leave open for trial facts and issues that may be better illuminated by the
trial of related facts that must be tried in any event.” Comm. Note on Rules—2010 Amend.,
Fed. R. Civ. P. 56; see also Tennessee Valley Auth. v. United States, 60 Fed. Cl. 665, 676
(Fed. Cl. 2004) (partially granting summary judgment to TVA on issue of contract liability
while reserving damages for trial).

Therefore, plaintiff’s Motion for Summary Judgment [Doc. 37] will be GRANTED
in part with respect to Count I. The defense of plaintiff’s failure to satisfy conditions
precedent as to Contract 559 fails as a matter of law.
IV. Conclusion
For the reasons set forth above, plaintiff’s Motion for Summary Judgment [Doc. 37]

is GRANTED in part and DENIED in part. A genuine dispute of material fact remains
as to Count II. Plaintiff is entitled to judgment as a matter of law as to Count I, but the
Court reserves ruling on damages given that issues remain for trial.
IT IS SO ORDERED.

s/ Thomas A. Varlan
UNITED STATES DISTRICT JUDGE

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11071292. Public record. Not legal advice.