USCA11 Case: 21-13803 Date Filed: 08/22/2022 Page: 1 of 15
`
`
`
` [DO NOT PUBLISH]
`In the
`United States Court of Appeals
`For the Eleventh Circuit
`
`
`
`
`
`____________________
`
`No. 21-13803
`
`
`
`Non-Argument Calendar
`
`____________________
`
`
`JOE B. CALLOWAY,
`d.b.a. C-Squared Farms,
`CYNTHIA CALLOWAY,
`d.b.a. C-Squared Farms,
`
` Plaintiffs-Appellants-Counter Defendants,
`
`versus
`OAKES FARMS INC.,
`a Florida limited liability company,
`
`
` Defendant-Appellee-Counter Claimant.
`
`
`
`
`
`
`
` [DO NOT PUBLISH]
`In the
`United States Court of Appeals
`For the Eleventh Circuit
`
`
`
`
`
`____________________
`
`No. 21-13803
`
`
`
`Non-Argument Calendar
`
`____________________
`
`
`JOE B. CALLOWAY,
`d.b.a. C-Squared Farms,
`CYNTHIA CALLOWAY,
`d.b.a. C-Squared Farms,
`
` Plaintiffs-Appellants-Counter Defendants,
`
`versus
`OAKES FARMS INC.,
`a Florida limited liability company,
`
`
` Defendant-Appellee-Counter Claimant.
`
`
`
`
`
`USCA11 Case: 21-13803 Date Filed: 08/22/2022 Page: 2 of 15
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`Opinion of the Court
`
`21-13803
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`____________________
`
`Appeal from the United States District Court
`for the Northern District of Alabama
`D.C. Docket No. 5:18-cv-01356-LCB
`____________________
`
`Before WILSON, BRASHER, and ANDERSON, Circuit Judges.
`PER CURIAM:
`
`This appeal involves a contract dispute between a produce
`farm, C-Squared Farms, and a distributor, Oakes Farm. C-Squared
`appeals the district court’s judgment in favor of Oakes on its breach
`of contract claim. C-Squared also appeals the district court’s pre-
`trial grant of partial summary judgment in favor of Oakes. For the
`reasons below, we affirm.
`
`I.
`
`
`
`In 2018, C-Squared, owned and operated by Joe and Cynthia
`Calloway, entered into a contract with Oakes Farms, Inc. Under
`the contract, C-Squared agreed to grow produce that Oakes would
`sell to third parties in exchange for a fee. The contract stipulated
`that Oakes was to act as the “exclusive sales agent” for the produce.
`Among other things, Oakes agreed to provide a Quality Control
`assistant, labor for harvesting, and “Grower Advances.” The
`Grower Advances were to be issued to C-Squared on a bi-monthly
`basis from April 2018 to September 2018, the end of the contract
`
`
`
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`Opinion of the Court
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`3
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`period. The contract also allowed for additional advances as
`needed.
`In late May or early June of 2018, excess rain delayed at least
`one of the harvests, resulting in reduced need for harvesting labor.
`Despite this setback, Oakes initially fulfilled its obligation under the
`contract to provide harvesting labor and a quality control assistant,
`Oscar Garcia. However, on July 12, Garcia left the farm and never
`returned. On August 8, the harvesting crew also left and did not
`return.
`
`Oakes also fulfilled its obligation to issue Grower Advances.
`However, it failed to issue an advance that was due on August 15.
`On August 24, C-Squared sued Oakes in district court for breach of
`contract, among other claims not relevant to this appeal. At that
`point, C-Squared severed all communication with Oakes and hired
`replacement sales agents. Oakes counter-claimed, alleging that C-
`Squared had breached the contract.
`
`The parties filed competing motions for summary judg-
`ment. In its summary judgment motion, C-Squared claimed that
`Oakes had breached the contract by failing to 1) provide a quality
`control assistant 2) provide harvesters and 3) issue the August 15
`Grower Advance. C-Squared argued that these failures amounted
`to repudiation of the contract by Oakes, excusing any further per-
`formance by C-Squared. In its motion for summary judgment,
`Oakes argued that C-Squared was the breaching party. Oakes con-
`tended that C-Squared breached the contract in one of two ways:
`1) by treating the contract as continuing after it filed suit but failing
`
`
`
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`Opinion of the Court
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`to continue performing its obligations; or 2) by repudiating the
`contract or rescinding without giving Oakes prior notice of the al-
`leged breach and an opportunity to cure.
`The district court awarded partial summary judgment to
`Oakes. Specifically, it concluded that Oakes’s failure to provide har-
`vest laborers or a quality control assistant did not amount to breach
`or repudiation of the contract. The district court also concluded
`that Oakes’s failure to issue the August 15 Grower Advance did not
`amount to repudiation.
`
`After summary judgment, the only remaining issue was
`whether Oakes’s failure to issue the August 15 Grower Advance
`amounted to breach. And if so, whether C-Squared provided Oakes
`with notice and an opportunity to cure. In that case, C-Squared
`could have rescinded. However, if C-Squared did not provide no-
`tice and an opportunity to cure, then its decision to file suit and
`sever all communications could be considered a repudiation of the
`contract, excusing any further performance by Oakes.
`
`After a bench trial, the district court ruled in favor of Oakes,
`concluding that C-Squared had no right to rescind because C-
`Squared failed to provide Oakes with notice and an opportunity to
`cure. Thus, the district court determined that C-Squared breached
`when it hired replacement sales agents. C-Squared appeals that rul-
`ing in addition to the district court’s partial summary judgment rul-
`ing.
`
`
`
`
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`5
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`
`
`II.
`
`
`
`We review the district court's summary judgment ruling de
`novo, using the same legal standard as the district court. Feliciano
`v. City of Miami Beach, 707 F.3d 1244, 1247 (11th Cir. 2013). Under
`that standard, summary judgment is appropriate if there is “no gen-
`uine dispute as to any material fact and the movant is entitled to
`judgment as a matter of law.” Fed. R. Civ. P. 56(a). In conducting
`our review, we view all facts and resolve all doubts in favor of the
`nonmoving party. Feliciano, 707 F.3d at 1247.
`We review “factual findings made by a district court after a
`bench trial for clear error, which is a highly deferential standard of
`review,” and its conclusions of law de novo. Renteria-Marin v. Ag-
`Mart Produce, Inc., 537 F.3d 1321, 1324 (11th Cir. 2008). A finding
`of fact is only clearly erroneous when the reviewing court, after
`reviewing all the evidence, is left with the “‘definite and firm con-
`viction that a mistake has been committed.’” In re Int’l Admin.
`Servs., Inc., 408 F.3d 689, 698 (11th Cir. 2005) (quoting Lykes Bros.,
`Inc. v. United States Army Corps of Eng’rs, 64 F.3d 630, 634 (11th
`Cir. 1995)).
`
`III.
`
`
`
`We divide our discussion in three parts. First, we consider
`C-Squared’s appeal of the district court’s summary judgment in fa-
`vor of Oakes regarding Oakes’s failure to provide harvesters and a
`
`
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`quality control assistant. Next, we consider C-Squared’s appeal of
`the district court’s summary judgment ruling that Oakes did not
`repudiate the contract by failing to make the August 15 Grower
`Advance. Finally, we consider the district court’s post-trial ruling
`that Oakes did not breach the contract by failing to issue the August
`15 Grower Advance.
`
`A. The Harvesters
`
`On summary judgment, the district court ruled that Oakes
`did not breach by failing to provide harvesters because C-Squared
`had waived that duty. The parties do not dispute that the contract
`was formed in Alabama, thus Alabama law is controlling here. See
`St. Paul Fire & Marine Ins. Co. v. ERA Oxford Realty Co. Grey-
`stone, LLC, 572 F.3d 893, 895 (11th Cir. 2009) (“A federal court sit-
`ting in diversity, as in this case, must apply the choice of law prin-
`ciples of the state in which it sits. In determining which state's law
`applies in a contract dispute, Alabama follows the principle of lex
`loci contractus, applying the law of the state where the contract
`was formed.”). Under Alabama law, “[a] waiver consists of a vol-
`untary and intentional surrender or relinquishment of a known
`right and the burden of proof in establishing a waiver rests upon
`the party asserting the claim.” Bentley Sys. v. Intergraph Corp., 922
`So. 2d 61, 92 (Ala. 2005) (internal quotations and citations omitted).
`“Whether there has been a waiver is a question of fact.” Id.
`Here, the district court concluded that C-Squared waived
`Oakes’s obligation to provide harvesters based on a series of text
`
`
`
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`messages between Chance Calloway, Joe and Cynthia’s son, and
`Steve Veneziano, Oakes’s vice president. On August 7, 2018, Cal-
`loway messaged Veneziano that C-Squared would “only need one
`crew” because “[p]icking will be slow for a few weeks.” The next
`day, Calloway informed Veneziano that both crews were leaving,
`“[w]e needed one crew to stay and both were pulled.” A few hours
`later, Veneziano replied that he was trying to find a replacement
`crew. However, Calloway then responded that he had a crew of
`fifteen people coming a few days later, and that this would suffice
`“for a little while.” Veneziano suggested that C-Squared would
`eventually need approximately thirty harvesters to which Callo-
`way replied, “[b]ut we don’t need that many at the moment.” Cal-
`loway also stipulated that he “d[id]n’t want to close any doors” as
`to Oakes sourcing future crews.
`Based on this evidence, the district court concluded that “C-
`Squared affirmatively waived, at least temporarily, Oakes’s obliga-
`tion to provide harvesting crews beginning on August 8, 2018.” On
`appeal, C-Squared argues that text messages from Veneziano five
`days later indicating he was still looking for replacement crews is
`evidence that Oakes did not believe that its duty to provide har-
`vesters had been waived. Even if true, Oakes’s belief is not disposi-
`tive as to whether C-Squared waived its rights under the contract.
`See Bentley Sys., 922 So. 2d at 91. Moreover, Veneziano’s continu-
`ing efforts to locate harvesters is consistent with the existence of a
`temporary waiver since both Veneziano and Calloway agreed that
`C-Squared would eventually need more harvesters. However,
`
`
`
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`Opinion of the Court
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`Calloway confirmed that C-Squared did not need any additional
`harvesters “at the moment” and would not, at least, “for a little
`while.” Thus, the district court did not err in concluding that C-
`Squared had waived, at least temporarily, Oakes’s duty to provide
`harvesters on August 8. And as the district court pointed out, any
`obligation by Oakes to provide harvesters ended on August 24,
`when C-Squared filed its complaint and severed all communica-
`tions, effectively repudiating the contract. Accordingly, the district
`court was correct in concluding this waiver was in effect from Au-
`gust 8 through August 24, and that any failure by Oakes to provide
`harvesters during that time was not in breach of the contract.
`B. The Quality Control Assistant
`
`On appeal, C-Squared makes only passing references to
`Oakes’s failure to provide a quality control assistant and does not
`meaningfully challenge the district court’s conclusion that Oakes
`did not breach in that respect. C-Squared does not address any of
`the factual or legal grounds on which the district court based its
`ruling. Therefore, C-Squared has abandoned this argument on ap-
`peal. See Sapuppo v. Allstate Floridian Ins. Co., 739 F.3d 678, 681-
`82 (11th Cir. 2014) (an appellant abandons a claim when he makes
`only passing reference to it or raises it in a perfunctory manner
`without supporting arguments and authority).
`
`Even if C-Squared had properly preserved this challenge, it
`fails on the merits. The district court concluded that C-Squared
`never inquired about a replacement for Garcia and never told
`
`
`
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`9
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`Oakes that it considered his departure to be in breach of the con-
`tract. In fact, Joe Calloway agreed that things “went more
`smoothly” after Garcia left the farm. Thus, Oakes did not breach in
`failing to provide a replacement. And, as the district court ex-
`plained, even if it had, there is no dispute that C-Squared failed to
`give Oakes notice and an opportunity to cure. See Nelson Realty
`Co. v. Darling Shop of Birmingham, Inc., 101 So. 2d 78, 85 (Ala.
`1957) (“[W]here there is a contract involving mutual continuing
`duties on the part of both parties, and one party has breached, but
`has not repudiated, the contract, it is the duty of the other before
`rescission to give notice and opportunity to live up to the contract
`. . . .”). Accordingly, the district court did not err in concluding
`Oakes’s failure to provide a quality control assistant did not
`amount to breach.
`
`C. The August 13 Conversation
`
`In its motion for summary judgment, C-Squared argued that
`Oakes repudiated the contract based on a series of text messages
`between Chance Calloway and Steve Veneziano on August 13. In
`those messages, Calloway said to Veneziano, “[w]e’re out of
`money. Need to know what we need to do. Dad [Joe Calloway]
`wants a face to face. Need you to call him.” Veneziano replied, “I’m
`not advancing any more money. You guys should not have farmed
`if you don’t have any money. Absolutely ridiculous.”
`
`C-Squared claimed Calloway’s request for money was a de-
`mand for payment of any past due Grower Advances. Oakes, on
`
`
`
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`the other hand, claimed that Veneziano was not referring to the
`Grower Advances. Instead, he was referring to money that Oakes
`had advanced for non-harvesting labor. The district court deter-
`mined that under either interpretation, the statement by Venezi-
`ano that he would “not advanc[e] any more money” was not a re-
`pudiation of the contract.
`
` “A repudiation is a manifestation by one party to the other
`that the first cannot or will not perform at least some of his obliga-
`tions under the contract.” Cong. Life Ins. Co. v. Barstow, 799 So.
`2d 931, 938 (Ala. 2001) (quoting E. Allan Farnsworth, Contracts, §
`8.21, at 633–34 (1982)). “Merely because a given act or course of
`conduct of one party to a contract is inconsistent with the contract
`is not sufficient; it must be inconsistent with the intention to be . .
`. bound by it.” Bd. of Water & Sewer Comm’rs of Mobile v. Bill
`Harbert Constr. Co., 27 So. 3d 1223, 1258 (Ala. 2009).
`
`In its summary judgment ruling, the district court concluded
`that Veneziano’s statement did not amount to repudiation because
`the parties continued to perform under the contract, thus evincing
`an intent to be bound by it. For example, on August 18, Calloway
`and Veneziano exchanged text messages about different types of
`produce that had been harvested and logistics for shipping them.
`And C-Squared continued to send harvested produce to Oakes. At
`no point did C-Squared indicate that it considered Veneziano’s Au-
`gust 13 statement to be a repudiation of the contract. The district
`court also pointed out that C-Squared’s complaint treated the
`
`
`
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`contract as ongoing. These actions are consistent with an intent to
`be bound by the contract. Accordingly, the district court did not err
`in concluding that Oakes did not repudiate the contract. See Bd. of
`Water & Sewer Comm’rs of Mobile, 27 So. 3d at 1258.
`
`On appeal, C-Squared argues that the district court applied
`the wrong test by considering C-Squared’s beliefs in determining
`whether Oakes had repudiated. According to C-Squared, repudia-
`tion is determined by what a “reasonable observer” would have
`believed based on the words and actions of the repudiating party.
`In support, C-Squared relies on Lansing v. Carroll, No. 11 CV 4153,
`2016 U.S. Dist. LEXIS 98877, at *44-45 (N.D. Ill. July 28, 2016) and
`Kaiser-Francis Oil Co. v. Producer's Gas Co., 870 F.2d 563, 568
`(10th Cir. 1989). But those cases are not binding here. And in any
`event, the district court specifically concluded that “[e]ven when all
`of the evidence is viewed in the light most favorable to C-Squared,
`no reasonable factfinder could determine that Oakes repudiated
`the contract” based on the August 13 message. Thus, even under
`C-Squared’s reasonable observer standard, the district court did not
`err in concluding that Oakes had not repudiated the contract.
`
`After trial, the district court found that the “advances” Ve-
`neziano referred to in his August 13 message were not Grower Ad-
`vances, which Oakes was contractually obligated to make. Instead,
`the district court concluded that he was referring to “money that
`Oakes had advanced for non-harvesting labor.” Veneziano testified
`that the harvesting crews soon ran out of crop to harvest due to the
`
`
`
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`Opinion of the Court
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`reduced crop yields. Because those workers are paid by the amount
`of crop they harvest rather than an hourly wage, both Oakes and
`C-Squared were concerned that the crews would leave to find
`other work. To keep the crews from leaving, Oakes advanced
`money to C-Squared to pay the harvesting crews an hourly wage
`to perform other, non-harvesting work. Thus, the district court’s
`finding is supported by the record. Reviewing for clear error, we
`are not left with a “definite and firm conviction that a mistake has
`been committed.” In re Int’l Admin. Servs., Inc., 408 F.3d at 698.
`Based on these facts, the district court correctly concluded that Ve-
`neziano’s August 13 message did not amount to a breach because
`Oakes was not obligated to make those payments under the con-
`tract.
`
`D. The August 15 Grower Advance
`
`The parties do not dispute that Oakes failed to issue the Au-
`gust 15 Grower Advance. However, C-Squared argues that the dis-
`trict court erred in concluding that this failure did not amount to a
`breach and that C-Squared was required to provide notice and an
`opportunity to cure. “[W]here there is a contract involving mutual
`continuing duties on the part of both parties, and one party has
`breached, but has not repudiated, the contract, it is the duty of the
`other before rescission to give notice and opportunity to live up to
`the contract . . . .” Nelson Realty Co., 101 So. 2d at 85. At trial, Joe
`Calloway admitted that “C-Squared did not notify Oakes of the
`missed payment as it had in the past nor did it give [Oakes] a chance
`
`
`
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`to cure the deficiency.” And the district court concluded at sum-
`mary judgment that this failure did not amount to repudiation be-
`cause both parties continued to perform as if the contract was still
`in effect. See Bd. of Water & Sewer Comm’rs of Mobile, 27 So. 3d
`at 1258 (conduct must be inconsistent with an intent to be bound
`by the contract to amount to repudiation). Accordingly, the district
`court correctly concluded C-Squared was required to provide
`Oakes with notice and an opportunity to cure before rescinding the
`contract.
`
`On appeal, C-Squared argues the district court erred in con-
`cluding that it was required to provide notice and an opportunity
`to cure. C-Squared argues that notice and an opportunity to cure
`are not prerequisites to rescission when “a fixed payment is due
`under contract on a date-certain,” citing Alabama Football, Inc. v.
`Stabler, 319 So. 2d 678 (Ala. 1975). But Stabler does not stand for
`that proposition. In Stabler, the Alabama Supreme Court explained
`that “the conduct of the parties themselves” may vitiate the need
`for notice and an opportunity to cure. Id. at 554. There, the court
`determined that formal notice and an opportunity to cure were not
`required where the non-breaching party made “repeated demands”
`for performance upon the breaching party. Id.
`Unlike in Stabler, the conduct of the parties here did not vi-
`tiate the need for notice and an opportunity to cure. C-Squared
`never demanded payment after Oakes failed to issue the August 15
`payment, despite doing so on previous occasions. The record es-
`tablished that C-Squared previously accepted late payments from
`
`
`
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`Oakes on at least two occasions after notifying Oakes that payment
`was due. Far from vitiating the need for notice and an opportunity
`to cure, the parties’ conduct signaled that the need for notice and
`an opportunity to cure was particularly warranted.
`C-Squared also argues that notice and an opportunity to
`cure were not required because “time was of the essence.” Even
`assuming this is true, C-Squared does not explain why time was of
`the essence only as to the August 15 payment. As previously dis-
`cussed, C-Squared accepted late payments from Oakes on more
`than one occasion prior to the August 15 payment.
`
`Finally, C-Squared argues that notice and an opportunity to
`cure were not required because Oakes’s failure to issue the August
`15 payment was a material breach. C-Squared relies on Health Care
`Mgmt. Corp. v. Rubenstein, 540 So. 2d 77, 78 (Ala. Civ. App. 1989)
`for the proposition that notice and an opportunity to cure are not
`required in cases of “material breach.” A material breach is one
`“that touches the fundamental purposes of the contract and defeats
`the object of the parties in making the contract.” Sokol v. Bruno’s,
`Inc., 527 So. 2d 1245, 1248 (Ala. 1988). Here, Oakes had previously
`missed payment deadlines, yet the parties continued to perform
`under the contract. C-Squared would notify Oakes about a missed
`payment and Oakes would issue payment. Thus, C-Squared cannot
`claim that missing the due date for the August 15 payment “de-
`feat[ed] the object of the parties in making the contract.” Particu-
`larly when it never requested payment as it had with previous late
`payments.
`
`
`
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`15
`
`Based on its conclusion that Oakes had not breached, the
`district court determined that the contract was still in effect when
`C-Squared cut off all communication, filed suit, and hired replace-
`ment sales agents. Thus, the district court concluded C-Squared
`breached based on Oakes’s contractual right to be the exclusive
`sales agent. And it concluded that this breach amounted to repudi-
`ation, excusing Oakes from any further performance. This conclu-
`sion was supported by the record, which confirms C-Squared was
`looking to “pull out” from its agreement with Oakes. And Joe Cal-
`loway admitted that C-Squared began using a number of replace-
`ment sales agents immediately after its August 24 notice to Oakes.
`These actions clearly amounted to a manifestation of C-Squared’s
`unwillingness or inability to perform at least some of its obligations
`under the contract. Moreover, Oakes provided notice and an op-
`portunity to cure. Upon notice of C-Squared’s plans to sell its own
`produce, Oakes immediately responded that it was “illegal” for C-
`Squared to use another sales agent under the contract. On the other
`hand, C-Squared provided no notice or opportunity to cure when
`Oakes failed to issue the August 15 Advance, despite having done
`so with previous late payments. Instead, C-Squared filed suit, cut
`off all communications, and hired replacement sales agents. Ac-
`cordingly, the district court did not err in concluding C-Squared
`repudiated the contract in that respect.
`IV.
`
`
`
`Because the district court did not err in its summary judg-
`
`ment or post-trial rulings, we AFFIRM.
`
`
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