OPINION AND ORDER Plaintiff Congelados del Cibao (“Congelados” or “Plaintiff”) brings claims against Defendants 3 Kids Corporation (“3 Kids”) and Dominick Chiappone (“Chiappone” and, collectively with 3 Kids, “Defendants”), alleging that Defendants failed to pay Plaintiff for several shipments of lobster tails. Dkt. No. 5. Plaintiff brings a breach of contract claim (“Count I”) and quantum meruit and unjust enrichment claims (“Count II”) against Defendants, as well as a fraud in the inducement claim (“Count III”) against Chiappone. Dkt. No. 5. Plaintiff moves for summary judgment pursuant to Federal Rule of Civil Procedure 56 on Counts I and II. Dkt. No. 77. Chiappone moves for summary judgment on Count III. Dkt. No. 76. For the following reasons, Plaintiff’s motion for summary judgment is granted in part and denied in part, and Chiappone’s motion for summary judgment is granted. BACKGROUND The following facts are undisputed for purposes of this summary judgment motion. Congelados is located in the Dominican Republic (“DR”). It distributes and exports frozen foods, including frozen lobster tails harvested from the sea near the DR. Dkt. No. 77-5 (“Joint Statement”) 1. Pedro Nunez is the president and one of four owners of Congelados and is a resident of the DR. Id. 3. 3 Kids, which transacted business from Middletown, New York, imported seafood and engaged in the purchase, processing, and subsequent resale of seafood products. Id. 2. Dominick Chiappone was an owner and chairperson of 3 Kids since at least 2002. Id. 5. Janet Chiappone was an employee of 3 Kids from August 4, 2008 to on or about March 16, 2020. Id. 7. Congelados and 3 Kids had a business arrangement for Congelados to sell and deliver frozen lobster tails to 3 Kids in exchange for payment beginning in approximately 2014. Id. 8. In or about October 2014, Congelados and 3 Kids entered into an agreement for the purchase and sale of lobster tails from the DR. In an email from Dominick Chiappone to Pedro Nunez dated October 24, 2014, Chiappone stated: “Good Afternoon Pedro, As per our Discussion this morning we agree to pay $13.25 per lb for the lobster tails. We also will pay the tax of $0.50 & the freight.” Id. 9. Since then and through 2017, Congelados sold lobster tails to 3 Kids several times a year in exchange for payment. Id. In particular, Congelados sold over 540,000 pounds of lobster tails to 3 Kids in at least fourteen separate transactions from 2014 through 2017. Id. 10. According to the parties’ agreement, Congelados would have the lobster shipped from the DR to 3 Kids in the United States and send an invoice for payment. Id. 11. 3 Kids would pay the invoice, usually in multiple installments. Id. The instant dispute involves the last three shipments of lobster tails from Congelados to 3 Kids, which were made in 2016 and 2017. Each shipment was made pursuant to an invoice issued by Congelados to 3 Kids listing the date of the shipment, the port of loading in the DR and port of discharge in New York, the net weight of the frozen lobster tail being shipped, a price per unit FOB, and a total price. Payment terms were listed as “50 percent Advance, 50 percent After Receive Documents.” Dkt. No. 77-2 at 84, 86, 88. Invoice No. 79: On or around October 20, 2016, Congelados had approximately 27,706 pounds of frozen lobster tail shipped to 3 Kids. Joint Statement 12. Congelados sent Invoice No. 79 to 3 Kids, seeking payment in the amount of $346,326.25 for the lobster tails shipped to 3 Kids on or around October 20, 2016. Id. 13. 3 Kids received the lobster tails subject to Invoice No. 79. Id. 14. Invoice No. 92: On or around June 2017, Congelados had approximately 41,990 pounds of frozen lobster tail shipped to 3 Kids. Id. 15. Congelados sent Invoice No. 92 to 3 Kids seeking payment in the amount of $573,168.96 for the lobster tails shipped to 3 Kids on or around June 2017. Id. 16. 3 Kids received the lobster tails subject to Invoice No. 92. Id. 17. Invoice No. 94: On or around June 29, 2017, Congelados had approximately 41,787 pounds of frozen lobster tail shipped to 3 Kids. Id. 20. Congelados sent Invoice No. 94 to 3 Kids seeking payment for the lobster tails shipped to 3 Kids on or around June 29, 2017. Id. 21. 3 Kids received the lobster tails subject to Invoice No. 94. Id. 22. On July 12, 2017, Janet Chiappone sent an email to Pedro Nunez requesting that Invoice No. 94 be revised to reflect the weight of the lobsters it received. Id. 23. Congelados subsequently sent a revised Invoice No. 94 to 3 Kids, as requested, seeking payment in the corrected amount of $570,398.01. Id. 24. Consistent with the parties’ past practices, 3 Kids began to pay Congelados in installments for the lobster tails it had received. Specifically, on or around September 14, 2017, 3 Kids paid Congelados $80,000 towards Invoice No. 79. Id. 25. In response, on September 27, 2017, Congelados sent an email to 3 Kids, listing the total amount outstanding on the three invoices and a total outstanding balance owed to Congelados as $1,418,756.02. Id. 26. The email sent by Pedro Nunez on September 27, 2017 identified the following balances for each invoice: Invoice No. 79: $266,326.25; Invoice No. 92: $561,138.06; and Invoice No. 94: $591,291.71. Id. 27. In the cover email, Congelados noted that “there is an invoice with almost one year of credit and we can not keep a credit of that duration” and asked 3 Kids “to improve your method of payment.” Dkt. No. 77-2, Ex. 19, Ex. A at 1. That same day, Janet Chiappone, on behalf of 3 Kids, sent an email to Congelados confirming the balances for Invoice No. 79 and Invoice No. 92, but stating that for Invoice No. 94, “we had asked for a revised invoice to reflect the weight we received and you sent that to us (which I have attached),” and asking that Congelados “Please review and kindly revise your balances.” Id., Ex. C; see also Joint Statement
29-32. The revised Invoice No. 94 attached to Janet Chiappone’s September 29 email identifies the amount owed on Invoice No. 94 as $570,398.01, the same figure as on the revised invoice of July 12, 2017. Dkt. No. 77-2, Ex. 19, Ex. C; see also Joint Statement 33. 3 Kids continued to make some payments towards Invoice No. 79. On October 12, 2017, 3 Kids paid Congelados $25,000 towards Invoice No. 79. Joint Statement 35. Two weeks later, on October 25, 2017, 3 Kids paid Congelados $40,000 towards Invoice No. 79. Id. 36. Shortly thereafter, on November 21, 2017, 3 Kids paid Congelados another $20,000 towards Invoice No. 79. Id. 37. Thereafter, payments slowed. On December 6, 2017, Nunez of Congelados sent Chiappone of 3 Kids a message on WhatsApp, asking to speak to Chiappone about outstanding payments. Id. 38. Chiappone responded by stating “I’m sending what I can.” Id. Nine days later, on December 15, 2017, Nunez sent Chiappone a message on WhatsApp stating, “I need to talk to you urgently.” Id. 39. Chiappone responded on the same day, agreeing to send money for the lobster tails the following Tuesday. Id. The following Tuesday, December 20, 2017, 3 Kids paid Congelados $20,000 towards Invoice No. 79. Id. 40. A little more than a week later, on December 28, 2017, 3 Kids paid Congelados $25,000 towards Invoice No. 79. Id. 41. Some payments continued on Invoice No. 79 in January and February 2018. On January 23, 2018, Nunez emailed Chiappone requesting payments owed on the purchase of the lobster tails; Nunez also reminded Chiappone that he needed the money to pay the interest earned on the loans he took out to cover the capture of the lobster. Id. 42. On January 24, 2018, Chiappone responded by email to Nunez’s email of January 23, 2018. Chiappone apologized for the delay and agreed to send Congelados a payment by Friday. Id. 43. On January 26, 2018, 3 Kids paid Congelados $20,000 towards Invoice No. 79, id. 44; on February 6, 2018, 3 Kids paid Congelados $20,000 towards Invoice No. 79, id. 45; and on February 21, 2018, 3 Kids paid Congelados $20,000 towards Invoice No. 79, id. 46. On March 1, 2018, Nunez emailed Chiappone asking that he make a payment on the outstanding balance. Id. 47. Nunez reminded Chiappone that he pays 1.5 percent per month in interest on the loans. Id. Chiappone forwarded Nunez’s March 1, 2018 email to Janet Chiappone, who responded directly to Nunez by email. Id. 48. Janet Chiappone provided Nunez with her record of the amounts owed on Invoice Nos. 79, 92, and 94. Id. She stated: Pedro, I have the following balances: Invoice 79: $76,326.25 (We sent a wire on 2/21/18 for $20,000) which I have attached. Invoice 92: $561,138.05 (OK) Invoice 94: $573,441.96 (see your invoice attached). We will send you money as soon as we can. Thank you. Id. Only three more payments followed on Invoice No. 79, all in response to demands from Congelados. Id.
