The opinion of the court was delivered by: Lechner, District Judge.
This is an action brought by National-Standard Company
("National-Standard") against Clifton Avenue Corp. ("Clifton")
and Hartz Mountain Industries, Inc. ("Hartz") (collectively,
"Defendants") to enforce a real estate purchase contract.
Jurisdiction is alleged pursuant to 28 U.S.C. § 1332 and
appears to be appropriate.
National-Standard is a corporation organized under the laws
of the State of Delaware and maintains its principal place of
business in Michigan. Clifton is a corporation organized under
the laws of and maintains its principal place of business in
the State of New Jersey. Hartz is a corporation organized under
the laws of the State of New York and maintains its principal
place of business in New Jersey.
On 2 August 1987, National-Standard and Clifton entered into
a real estate purchase contract (the "Contract"). The Contract
provided National-Standard agreed to sell to Clifton
approximately thirty-five acres of real property (the
"Property") located in Clifton, New Jersey. The purchase price
of the Property was $10 million. A portion of the Property was
used as landfill for wastes generated by National-Standard's
commercial activities on the Property.
The Contract stated Clifton was a wholly-owned subsidiary of
Hartz. Contract, art. XXIV. The Contract provided Hartz would
pay National-Standard liquidated damages in the amount of $3
million in the event Clifton wilfully defaulted on its
obligations under the Contract. Id.
On 11 July 1990, National-Standard filed its complaint (the
"Complaint") bringing suit against Defendants.
National-Standard brought suit to enforce the Contract on the
grounds Defendants repudiated and anticipatorily breached the
Contract. National-Standard alleges Defendants expressed an
unwillingness to perform under the Contract because Defendants
deemed the clean-up of the portion of the Property used as
landfill to be unacceptable. Complaint, ¶ 15.
The amended answer and counterclaim (the "Def. Answer") was
filed 4 March 1991. Defendants denied National-Standard's
allegations and asserted numerous affirmative defenses and
counterclaims. Of particular relevance to this opinion are the
fourteenth affirmative defense and the fifth counterclaim.
In the fourteenth affirmative defense, Defendants assert the
Complaint should be dismissed because National-Standard "failed
to meet its statutory obligation under N.J.S.A. 13:1E-116 of
disclosing in the Contract the prior utilization of the
Property as a sanitary landfill." Def. Answer at 6. In the
fifth counterclaim, Defendants seek recision of the Contract in
part on the ground "National-Standard knew that the [Property]
contained a sanitary landfill but failed to disclose same to
[Clifton]. N.J.S.A. 13:1E-116 specifically requires a
disclosure of the existence of a sanitary landfill in a
contract for the sale of property containing such a landfill."
Id. at 14.
National-Standard's answer to amended counterclaims (the
"Plntf. Answer") was filed 26 March 1991. National-Standard
asserted several affirmative defenses to the counterclaims,
including laches, anticipatory breach, waiver, equitable and
promissory estoppel and unclean hands. Plntf. Answer at 7.
A. Summary Judgment Standard of Review
To prevail on a motion for summary judgment, the moving party
must establish "there is no genuine issue as to any material
fact and that [it] is entitled to
judgment as a matter of law." Fed. R.Civ.P. 56(c). The present
task is to determine whether disputed issues of fact exist, but
a district court may not resolve factual disputes in a motion
for summary judgment. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 249-50, 106 S.Ct. 2505, 2510-11, 91 L.Ed.2d 202 (1986);
see Nathanson v. Medical College, 926 F.2d 1368, 1380 (3d Cir.
1991) (Summary judgment may not be granted "if there is a
disagreement over what inferences can be reasonably drawn from
the facts even if the facts are undisputed."). All evidence
submitted must be viewed in a light most favorable to the party
opposing the motion. Boyle v. Governor's Veterans Outreach &
Assistance Center, 925 F.2d 71, 75 (3d Cir. 1991); Weldon v.
Kraft, Inc., 896 F.2d 793, 797 (3d Cir. 1990); see Matsushita
Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106
S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986); Todaro v. Bowman,
872 F.2d 43, 46 (3d Cir. 1989); Joseph v. Hess Oil, 867 F.2d 179,
182 (3d Cir. 1989). "`Any "unexplained gaps" in material
submitted by the moving party, if pertinent to material issues
of fact, justify denial of a motion for summary judgment.'"
Ingersoll-Rand Fin. Corp. v. Anderson, 921 F.2d 497, 502 (3d
Cir. 1990) (quoting O'Donnell v. United States, 891 F.2d 1079,
1082 (3d Cir. 1989)).
Although the summary judgment hurdle is a difficult one to
overcome, it is by no means insurmountable. As the Supreme
Court has stated, once the party seeking summary judgment has
pointed out to the court the absence of a genuine issue of
its opponent must do more than simply show that
there is some metaphysical doubt as to the
material facts. . . . In the language of the Rule,
the non-moving party must come forward with
`specific facts showing that there is a
genuine issue for trial.' . . . Where the record
taken as a whole could not lead a rational trier of
fact to find for the nonmoving party, there is no
`genuine issue for trial.'
Matsushita, 475 U.S. at 586-87, 106 S.Ct. at 1356 (emphasis in
original, citations and footnotes omitted). In other words, the
inquiry involves determining "`whether the evidence presents a
sufficient disagreement to require submission to a jury or
whether it is so one-sided that one party must prevail as a
matter of law.'" Brown v. Grabowski, 922 F.2d 1097, 1111 (3d
Cir. 1990) (quoting Anderson v. Liberty Lobby, 477 U.S. at
251-52, 106 S.Ct. at 2511-12), cert. denied sub nom., ___ U.S.
___, 111 S.Ct. 2827, 115 L.Ed.2d 997 (1991).
The Supreme Court elaborated on the summary judgment standard
in Anderson v. Liberty Lobby: "If the evidence [submitted by a
party opposing summary judgment] is merely colorable . . . or
is not significantly probative . . . summary judgment may be
granted." 477 U.S. at 249-50, 106 S. Ct. at 2511 (citations
omitted). The Supreme Court went on to note in Celotex Corp. v.
Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986):
"One of the principal purposes of the summary judgment rule is
to isolate and dispose of factually unsupported claims or
defenses, and we think it should be interpreted in a way that
allows it to accomplish this purpose." Id. at 323-24, 106 S.Ct.
at 2553 (footnote omitted).
Once a case has been made in support of summary judgment, the
party opposing the motion has the affirmative burden of coming
forward with specific facts evidencing a need for trial. see
Fed. R.Civ.P. 56(e); see also Maguire v. Hughes Aircraft Corp.,
912 F.2d 67, 72 (3d Cir. 1990) (non-moving party may not rest
upon mere allegations); Schoch v. First Fidelity
Bancorporation, 912 F.2d 654, 657 (3d Cir. 1990) (neither
unsupported allegations in pleadings and memoranda of law nor
conclusory allegations in affidavits will establish genuine
issue of material fact); Hozier v. Midwest Fasteners, Inc.,
908 F.2d 1155, 1165 (3d Cir. 1990) (cannot create issue of fact
merely by questioning credibility of movant's witnesses;
circumstantial evidence may raise issue of fact); Aronow
Roofing Co. v. Gilbane Building Co., 902 F.2d 1127, 1128 (3d
Cir. 1990) ("summary judgment will be granted where the
nonmoving party ...