MEMORANDUM & ORDER Plaintiff Commercial Lubricants, LLC claims that Defendant Safety-Kleen Systems breached certain agreements related to the collection and resale of what the parties call “waste oil.” Safety-Kleen now moves for summary judgment on three of Commercial Lubricants’ claims, all of which arise out of one contract — the Used Oil Incentive Agreement dated March 18, 2013 (the “Waste Oil Agreement”). For the reasons that follow, I grant Defendant’s motion. I. Background The Court assumes familiarity with the underlying facts and long procedural history of this case, as set forth in prior decisions.1 The following background is relevant to the instant motion. These facts are drawn from Defendant’s Rule 56.1 Statement of Material Facts, Plaintiff’s Rule 56.1 Counterstatement, and their underlying exhibits. I view the facts in the light most favorable to Plaintiff, the nonmoving party. Allianz Ins. Co. v. Lerner, 416 F.3d 109, 113 (2d Cir. 2005). The parties are involved in the recycling and eventual resale of waste oil (or “used” oil) of various types — including motor oil, hydraulic fluid, and transmission fluid — in the New York metropolitan area.2 Commercial Lubricants is a recycled oil distributor; it is in the business of selling lubricants to customers like the Metropolitan Transportation Authority of New York City, car dealerships, and others.3 Safety-Kleen is an oil “re-refiner,” in the business of “waste oil recovery.”4 It retrieves used oil from entities like Commercial Lubricants’ customers, and sells the re-refined (or “cleaned”) oil back to distributors. Waste Oil Agreement at 1-2. The Waste Oil Agreement was entered into between Safety-Kleen and New York Commercial Lubricants, Inc. (“NYCL”) — a predecessor to Commercial Lubricants — in March 2013. Waste Oil Agreement at 1. Approximately four months later, in July 2013, Commercial Lubricants purchased its oil-distribution business from NYCL, along with the right to do business under the name “Metrolube.”5 Through that transaction, Commercial Lubricants stepped into NYCL’s shoes under the Waste Oil Agreement.6 Under the Waste Oil Agreement, Commercial Lubricants was obligated to “exclusively promote” Safety-Kleen’s re-refining services to its customers and use its “best efforts” to generate new customers for Safety-Kleen. Waste Oil Agreement at 1. Safety-Kleen would then collect waste oil from those customers for re-refining, and that oil, in turn, would be made available for delivery back to distributors like Commercial Lubricants for sale to end users.7 Commercial Lubricants’ “managing member,” Gary Stetz, described this cycle as a “cradle to grave” arrangement for end-users. Stetz Dep. 38:1-11.8 To the extent Commercial Lubricants introduced Safety-Kleen to “new customers” (meaning customers with which Safety-Kleen did not have a pre-existing relationship), Safety-Kleen was to pay Commercial Lubricants a commission. Waste Oil Agreement at 1 (defining “New Customer”). The Waste Oil Agreement set forth both (a) the price per gallon that Safety-Kleen would pay Commercial Lubricants’ customers for the waste oil that it picked up from them, and (b) the commission that Safety-Kleen would pay Commercial Lubricants (also on a per-gallon basis). Specifically, the Waste Oil Agreement provided that Safety-Kleen would pay Commercial Lubricants’ customers a price for used oil to be set “in accordance with the terms of Exhibit A…or as authorized by the Safety-Kleen Area General Manager.” Id. at 1. Exhibit A to the agreement, titled “Authorized PFO Price Range,” listed “price ranges” per gallon of oil collected. Id. at Exhibit A. The more waste oil Safety-Kleen was picking up from a given customer, the higher the per-gallon price Safety-Kleen would pay. See id. Exhibit A stated, however, that the price per gallon “will fluctuate as based upon the industry indexes for under used oil.” Id. The Waste Oil Agreement’s Exhibit B, in turn, described how the commissions that Safety-Kleen paid Commercial Lubricants were to be calculated. The particulars of these commission terms are not relevant to this order. The Waste Oil Agreement could be terminated by “[e]ither party…upon 60 days['] prior written notice.” Id. at 1. It also expressly bound Commercial Lubricants to a 180-day non-solicitation obligation after the termination of the contractual relationship. Id. at 2. This provision was conditioned on Safety-Kleen continuing to pay all amounts due to Commercial Lubricants, including during the 180-day period. Id. Importantly, this non-solicitation obligation was not bilateral — the contract imposed no equivalent obligation on Safety-Kleen. In December 2014, Safety-Kleen sent Commercial Lubricants a letter stating that as of December 21, Safety-Kleen was adjusting all waste-oil payment rates under the Waste Oil Agreement to $0.00 per gallon. Letter dated Dec. 16, 2014, ECF No. 44-5. Safety-Kleen contends this was a company-wide policy, and was due to historically low crude oil rates. Def. 56.1
