Black Soil Dairy, LLC v. Land O'Lakes, Inc. et al

Filing 77

ORDER granting 42 Motion for Summary Judgment by Defendant Land O'Lakes, Inc. The Clerk of Court is directed to enter judgment in favor Land O'Lakes, against Black Soil and terminate all outstanding motions. Signed by Judge Linda R Reade on 10/19/2018. (jjh)

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF IOWA
WESTERN DIVISION

BLACK SOIL DAIRY, LLC,
Plaintiff,

No. 17-CV-4065-LRR

vs.

ORDER

LAND O’LAKES, INC.,
Defendant.
____________________
TABLE OF CONTENTS
I.

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II.

RELEVANT PROCEDURAL HISTORY . . . . . . . . . . . . . . . . . . . . . . . . 2

III.

SUBJECT MATTER JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . 2

IV.

SUMMARY JUDGMENT STANDARD . . . . . . . . . . . . . . . . . . . . . . . . . 2

V.

RELEVANT FACTUAL BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . 4
A.
B.

VI.

ANALYSIS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
A.

B.

VII.

Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Overview of the Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Tort Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.
Parties’ arguments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.
Applicable law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.
Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Breach of Implied Warranty of Fitness . . . . . . . . . . . . . . . . . . . . 11
1.
Parties’ arguments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.
Applicable law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.
Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
I. INTRODUCTION
The matter before the court is Defendant Land O’Lakes, Inc.’s (“Land O’Lakes”)

Motion for Summary Judgment (“Motion”) (docket no. 42).

II. RELEVANT PROCEDURAL HISTORY
On August 15, 2017, Black Soil Dairy, LLC (“Black Soil”) filed a “Petition and
Jury Demand” (“Petition”) (docket no. 2) in the Iowa District Court for Sioux County,
Iowa. In the Petition, Black Soil asserts three claims against Land O’Lakes1: (1) Count
I alleges that Land O’Lakes was negligent in a number of respects related to a milk
replacement delivered to Black Soil; (2) Count II alleges that Land O’Lakes breached an
implied warranty of fitness regarding the milk replacement; and (3) Count III alleges that
Land O’Lakes breached its voluntarily assumed duties. See Petition at 3-5. On September
19, 2017, Land O’Lakes filed an Answer (docket no. 5). On October 13, 2017, Land
O’Lakes filed a Notice of Removal (docket no. 1), bringing the case before the court.
On August 16, 2018, Land O’Lakes filed the Motion. On September 6, 2018,
Black Soil filed a Resistance (docket no. 55). On September 11, 2018, Land O’Lakes filed
a Reply (docket no. 64). On September 27, 2018, Black Soil filed an Amended Resistance
(docket no. 73). Land O’Lakes has requested oral argument, but the court finds that oral
argument is unnecessary. The matter is fully submitted and ready for decision.
III. SUBJECT MATTER JURISDICTION
The court has diversity jurisdiction over the claims because complete diversity exists
between the parties and the amount in controversy exceeds $75,000. See 28 U.S.C.
§ 1332(a)(1) (“The district courts shall have original jurisdiction of all civil actions where
the matter in controversy exceeds the sum or value of $75,000 . . . and is between . . .
citizens of different States.”).
IV. SUMMARY JUDGMENT STANDARD
Summary judgment is appropriate “if the movant shows that there is no genuine
1

The Petition also included claims against Ridley USA Inc. (“Ridley”). See
generally Petition. On August 22, 2018, Black Soil and Ridley filed a joint Stipulation of
Dismissal Without Prejudice (docket no. 43) dismissing Ridley from this action without
prejudice.
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dispute as to any material fact and the movant is entitled to judgment as a matter of law.”
Fed. R. Civ. P. 56(a). “Summary judgment is proper ‘if the pleadings, the discovery and
disclosure materials on file, and any affidavits show’” an absence of a genuine dispute as
to a material fact. Hilde v. City of Eveleth, 777 F.3d 998, 1003 (8th Cir. 2015) (quoting
Torgerson v. City of Rochester, 643 F.3d 1031, 1042 (8th Cir. 2011) (en banc)). “A
dispute is genuine if the evidence is such that it could cause a reasonable jury to return a
verdict for either party; a fact is material if its resolution affects the outcome of the case.”
Massey-Diez v. Univ. of Iowa Cmty. Med. Servs., Inc., 826 F.3d 1149, 1157 (8th Cir.
2016) (quoting Gazal v. Boehringer Ingelheim Pharm., Inc., 647 F.3d 833, 837-38 (8th
Cir. 2011)). “The movant ‘bears the initial responsibility of informing the district court
of the basis for its motion,’ and must identify ‘those portions of [the record] . . . which it
believes demonstrate the absence of a genuine issue of material fact.’” Torgerson, 643
F.3d at 1042 (alterations in original) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323
(1986)). Once the movant has done so, “the nonmovant must respond by submitting
evidentiary materials that set out ‘specific facts showing that there is a genuine issue for
trial.’” Id. (quoting Celotex Corp., 477 U.S. at 324).
On a motion for summary judgment, the court must view the facts “in the light
most favorable to the nonmoving party.” Id. (quoting Ricci v. DeStefano, 557 U.S. 557,
586 (2009)). “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,” and summary judgment
is appropriate. Ricci, 557 U.S. at 586 (quoting Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986)). “The nonmovant ‘must do more than simply
show that there is some metaphysical doubt as to the material facts’ . . . .” Torgerson, 643
F.3d at 1042 (quoting Matsushita, 475 U.S. at 586). Instead, “[t]o survive a motion for
summary judgment, the nonmoving party must substantiate [its] allegations with sufficient
probative evidence [that] would permit a finding in [its] favor based on more than mere

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speculation, conjecture, or fantasy.” Williams v. Mannis, 889 F.3d 926, 931 (8th Cir.
2018) (third alteration in original) (quoting Barber v. C1 Truck Driver Training, LLC, 656
F.3d 782, 801 (8th Cir. 2011)). Mere “self-serving allegations and denials are insufficient
to create a genuine issue of material fact.” Anuforo v. Comm’r of Internal Revenue, 614
F.3d 799, 807 (8th Cir. 2010).
V. RELEVANT FACTUAL BACKGROUND
Viewing the evidence in the light most favorable to the nonmoving party and
affording it all reasonable inferences, the uncontested material facts are as follows.
A. Parties
Black Soil is a Michigan limited liability company. Statement of Undisputed
Material Facts in Support of Motion (“SUMF”) (docket no. 42-2) ¶ 1. Black Soil’s
members are citizens of Iowa and Michigan.

Id.

Land O’Lakes is a Minnesota

corporation with its principal place of business in Arden Hills, Minnesota. Id. ¶ 4. Land
O’Lakes is a citizen of Minnesota. Id. Milk Products, LLC (“Milk Products”) is a
Minnesota limited liability company. Id. ¶ 6. Milk Products’s sole member is Purina
Animal Nutrition, LLC (“Purina”), which is a Delaware limited liability company. Id.
Land O’Lakes is a member of Purina. Id.
B. Overview of the Dispute
Milk Products manufactures and distributes animal milk-replacer products used to
feed baby animals, including calves. Id. ¶ 7. Milk Products manufactures certain milkreplacer products for Ridley. Id. ¶ 9. Ridley conducts business as Hubbard Feeds, Inc.
(“Hubbard”). Id. ¶ 3. One of Ridley’s customers is Doon Elevator Co., Inc. (“Doon”).
Id. ¶ 12. During 2016, Doon sold certain milk-replacer products that it purchased from
Ridley to a calf producer in Iowa known as West Edge Land & Cattle LLC (“West
Edge”). Id. ¶ 13. West Edge is a subsidiary of Black Soil. Response to SUMF (docket
no. 73-2) ¶ 14; Appendix in Support of Resistance Vol. II (docket no. 73-6) at 3. One of

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the milk-replacer products that Milk Products manufactured for Ridley, Ridley sold to
Doon and Doon sold to West Edge was DEC HI E 22-20 AM NM SAF (no cup) Calf Milk
Replacer (“the Product”). SUMF ¶ 15. West Edge used the Product for its ordinary
purpose, namely to feed calves. Id. ¶ 21. At some point in the summer of 2016, Milk
Products learned that West Edge had complained that the Product contained “brown
specks.” Id. ¶ 22.
Black Soil claims that its calves experienced an outbreak of Salmonella after West
Edge began feeding them the Product. Id. ¶ 46. Black Soil asserts that the Product “had
been changed and it appeared the milk replacer was not performing as it should” and that
“[t]he calves were experiencing malnourishment.” Statement of Additional Material Facts
(“Additional SUMF”) (docket no. 73-3) ¶ 9. Black Soil’s expert opined that “the black
specks” indicated an “aberration in the [P]roduct [which] would result in malnutrition
leading to a diminished immune system and therefore pre-disposition to infectious
disease.” Id. ¶ 11. Black Soil asserts that the Product was “defective” which “led to
malnourishment and a diminished immune system, and thus the subject calves were unable
to effectively mount a sufficient immune response to opportunistic pathogens (such as
[S]almonella . . . ) resulting in increased morbidity and mortality rates.” Id. ¶ 19. Black
Soil does not contend that the Product was contaminated with Salmonella. See Response
to SUMF ¶ 47 (denying that Dr. Little’s report states that the Product may have been
contaminated with Salmonella); see also Petition at 3 (claiming that a “veterinarian
observed that there had been a problem with [the Product] . . . which contributed to the
severity of the [S]almonella” the calves contracted). Black Soil asserts that the mortality
rate of its calves increased significantly throughout the summer of 2016, but decreased in
the fall after it switched milk replacers. See Additional SUMF ¶¶ 8, 13-15. Black Soil
subsequently filed this action.

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VI. ANALYSIS
In the Motion, Land O’Lakes alleges that it is entitled to summary judgment on each
of Black Soil’s claims. See Motion at 1.
A. Tort Claims
In Count I, Black Soil asserts that Land O’Lakes “owed a duty of care to Black Soil
. . . to mix the milk replacement delivered for Black Soil[’s] . . . calves using untainted
milk, at a minimum, in a reasonably safe condition.” Petition at 3. Black Soil contends
that Land O’Lakes was negligent in “mixing the feed in such a manner that caused
malnourishment,” “failing to ensure proper levels of nourishment to prevent weakened
immune systems in the calves . . . predisposing calves to infectious diseases,” “failing to
follow standard feed mixing practices by using tainted milk product,” “failing to properly
inspect the feed as mixed and delivered to [Black Soil] to ensure the product conformed
to applicable standards in the feed industry,” and “failing to act as a reasonable and
prudent feed company under the circumstances described.” Id. In Count III, Black Soil
asserts that Land O’Lakes breached “voluntarily assumed duties,” for all the reasons
enumerated above, and “[a]s a direct and proximate result of this breach, Black Soil . . .
suffered damages to their property.” Id. at 5.
1.

Parties’ arguments

Land O’Lakes contends that it is entitled to summary judgment on Counts I and III
because these tort claims “fail as a matter of law under the economic-loss doctrine.” Brief
in Support of Motion (docket no. 42-1) at 7. Land O’Lakes asserts that “[t]he gravamen
of [Black Soil’s] claims is that the . . . Product was not of the quality promised or
expected.” Id. Land O’Lakes argues that Black Soil’s claims involve “disappointed
expectations based upon the quality of a product, not harm caused by a dangerously
defective product or a sudden or dangerous occurrence” and, therefore, the tort claims are
“barred by the economic-loss doctrine.” Id. at 8.

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Black Soil asserts that “[t]he damages in this case are not purely economic and
therefore[,] do not fall under the economic loss doctrine.” Brief in Support of Resistance
(docket no. 73-1) at 12. Black Soil further states that “[t]he damage to the cattle was from
the product itself and not just unsatisfied expectations as to [the] product’s performance.”
Id. Black Soil contends that “this case can be distinguished from classic economic loss
cases due to the dangerous and hazardous nature of the product and the great loss that goes
beyond that of the product itself.” Id.
2.

Applicable law

The economic loss doctrine is the “generally recognized principle of law that
plaintiffs cannot recover in tort when they have suffered only economic harm.” Richards
v. Midland Brick Sales Co., Inc., 551 N.W.2d 649, 650 (Iowa Ct. App. 1996). Iowa
courts “have consistently found the proper remedy is in contract, not tort, in actions where
the only damage was a loss of the benefit of the bargain or was to the product itself.”
Rozeboom Dairy, Inc. v. Valley Dairy Farm Automation, Inc., No. 09-1447, 2011 WL
662338, at *6 (Iowa Ct. App. Feb. 23, 2011); see also Tomka v. Hoechst Celanese Corp.,
528 N.W.2d 103, 107 (Iowa 1995) (“[C]ontract law protects a purchaser’s expectation
interest that the product received will be fit for its intended use.”). In contrast, Iowa
courts “have consistently allowed recovery in tort where the product was dangerous to the
user and caused injuries extending to property other than the product itself.” Rozeboom,
2011 WL 662338 at *6; see also Tomka, 528 N.W.2d at 107 (“The essence of products
liability law is that the plaintiff has been exposed, through a dangerous product, to a risk
of injury to his person or property.”).
“[T]he line to be drawn is one between tort and contract rather than between
physical harm and economic loss.” Nelson v. Todd’s Ltd., 426 N.W.2d 120, 125 (Iowa
1988). When damage is “the foreseeable result from a failure of the product to work
properly because of a defect or omission from the product . . . the remedy lies in

7

contract.” Id. “Tort theory, on the other hand, is generally appropriate when the harm
is a sudden or dangerous occurrence, frequently involving some violence or collision with
external objects, resulting from a genuine hazard in the nature of the product defect.” Id.
[T]he line between tort and contract must be drawn by
analyzing interrelated factors such as the nature of the defect,
the type of risk, and the manner in which the injury arose.
These factors bear directly on whether the safety-insurance
policy of tort law or the expectation-bargain protection policy
of warranty law is most applicable to a particular claim.
Determan v. Johnson, 613 N.W.2d 259, 262 (Iowa 2000) (quoting Nelson, 426 N.W.2d
at 124-25). “In analyzing whether contract law or tort law applie[s], [the court] focuse[s]
not on the presence or absence of physical harm but on whether the defect in the product
was dangerous to the user.” Tomka, 528 N.W.2d at 106. Essentially, “defects of
suitability and quality are redressed through contract actions and safety hazards through
tort actions.” Id. at 107 (quoting Northridge Co. v. W.R. Grace & Co., 471 N.W.2d 179,
185 (Wis. 1991)).
3.

Application

The court finds that the economic loss doctrine bars Blacks Soil’s claims in Counts
I and III. The cases of Tomka and Nelson are directly applicable to the present action. In
Tomka, the plaintiff “sought to recover damages he sustained when cattle he was custom
feeding were implanted with a hormone manufactured by [the defendant].” 528 N.W.2d
at 105. The plaintiff contended that the cattle “did not gain weight as they should have and
consequently the cattle were sold later than he expected” causing the plaintiff to “los[e]
money on his contracts.” Id. The plaintiff asserted that the product was designed to
promote growth in cattle, and that it failed to do so. See id. at 107. The Iowa Supreme
Court concluded that this type of damage “clearly [fell] within contract-warranty theories,
not tort theories.” Id.
Similarly, in Nelson, the plaintiff sought to recover on the theory of strict liability
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in tort. See 426 N.W.2d at 121. The plaintiffs operated a butcher shop and purchased a
curing agent2 from the defendant. See id. The curing agent purchased from the defendant
did not contain an essential ingredient and, as a result, “substantial quantities of meat
prepared and sold by the [plaintiffs] spoiled and were returned by their customers.” Id.
The Iowa Supreme Court concluded that the damage that the plaintiffs’ suffered “was the
foreseeable result from a failure of the product to work properly because of a defect or
omission from the product.” Id. at 125.
The court finds that the same conclusion is required in the present case. Here,
Black Soil contends that the Product “had been changed and it appeared the milk replacer
was not performing as it should” and that “[t]he calves were experiencing
malnourishment.” Additional SUMF ¶ 9. Black Soil asserts that the Product was
“defective” which “led to malnourishment and a diminished immune system, and thus the
subject calves were unable to effectively mount a sufficient immune response to
opportunistic pathogens (such as [S]almonella . . . ) resulting in increased morbidity and
mortality rates.” Id. ¶ 19; see also Petition at 3 (alleging that Land O’Lakes was negligent
in “failing to ensure proper levels of nourishment to prevent weakened immune systems
in the calves, and therefore predisposing calves to infectious diseases” and “failing to
properly inspect the feed as mixed and delivered to [Black Soil] to ensure the [P]roduct
conformed to applicable standards in the feed industry”). At its most basic, Black Soil’s
contention is that the Product failed to perform as expected, namely that it did not provide
adequate nourishment for the calves.
The court finds that Black Soil’s attempt to liken this case to Ballard v. Amana
Soc’y, Inc., 526 N.W.2d 558 (Iowa 1995) is unavailing. In Ballard, the plaintiffs brought
a cause of action “alleg[ing] their swine herd was injured after ingesting toxic corn

“The purpose of curing agents is to kill bacteria which can spoil meat during
the smoking process.” Nelson, 426 N.W.2d at 121.
2

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purchased from [the defendants].” 526 N.W.2d at 559. The plaintiffs “discovered the
corn contained toxins, causing the death of several hogs and a reduction or elimination of
the sows’ reproductive abilities.” Id. The Iowa Supreme Court determined that “the
existence of toxins in the feed corn was a genuine hazard peripheral to the sale and a
serious product defect, causing the death of swine.” Id. at 562. Thus, the court concluded
that the proper remedy was in tort rather than contract. See id. (noting that “plaintiffs’
proper remedy was in contract rather than tort because the loss related to ‘a consumer or
user’s disappointed expectations due to deterioration, internal breakdown or nonaccidental
cause’” (quoting Nelson, 426 N.W.2d at 125)).
Assuming, without deciding, that the Product was nutritionally deficient, the court
finds that such a deficiency “relates to a consumer or user’s disappointed expectations due
to deterioration, internal breakdown or non-accidental cause” and therefore, “the remedy
lies in contract.” Nelson, 426 N.W.2d at 125. As noted, Black Soil does not contend that
the Product was contaminated with Salmonella. See Response to SUMF ¶ 47 (denying that
Dr. Little’s report states that the Product may have been contaminated with Salmonella).
Rather, Black Soil contends that the Product was nutritionally deficient which rendered the
calves more susceptible to Salmonella. See Petition at 3 (claiming that a “veterinarian
observed that there had been a problem with [the Product] . . . which contributed to the
severity of the [S]almonella” the calves contracted); see also Appendix in Support of
Resistance Vol. II at 23 (opining that “[d]ecreased nutritional levels in the milk replacer
resulted in increased susceptibility to Salmonella infection”). Black Soil states “that
[S]almonella bacteria is highly pathogenic and may cause disease in calves.” Response to
SUMF ¶ 47; see also Additional SUMF ¶ 31 (acknowledging that “Salmonella can become
highly contagious on a calf ranch” and that “rigorous use of antibiotics and vaccination is
commonly practiced to maintain the health of incoming calves”). Therefore, this case is
distinguishable from an allegation that the Product itself was toxic or that the harm was

10

caused by a genuine hazard in the nature of the alleged Product defect. Accordingly, the
court shall grant the Motion as to Counts I and III.
B. Breach of Implied Warranty of Fitness
In Count II, Black Soil alleges that “Land O’Lakes designed, controlled, and
directed the milk replacement mixture and under Iowa law is responsible for an implied
warranty of fitness for a particular purpose.” Petition at 4. Black Soil contends that “[a]s
a proximate cause of tainted milk, the milk replacement was inadequate, leading to
malnourishment, an increased risk of infection and death among the calves.” Id. Black
Soil asserts that Land O’Lakes’s failure “to use untainted milk product in its milk
replacement constitutes a breach of implied warranty that [the Product] would be
reasonably fit for the intended use and purpose of feed.” Id.
1.

Parties’ arguments

Land O’Lakes asserts that Black Soil’s claim for breach of implied warranty of
fitness fails because the Product “was not used for any purpose other than its ordinary
purpose.” Brief in Support of Motion at 8. Land O’Lakes states that “an implied
warranty of fitness only arises when a plaintiff uses goods for a special or particular
purpose.” Id. at 10. Land O’Lakes contends that “[t]he ordinary purpose or use [of the
Product] was to feed calves” and that “West Edge used the . . . Product for this ordinary
use.” Id. Land O’Lakes argues that because the Product was not used for any purpose
other than its ordinary use Black Soil’s claim fails as a matter of law. See id.
2.

Applicable law

“Under Iowa law a warranty that goods sold are merchantable is implied in a
contract for their sale.” Tomka, 528 N.W.2d at 108. Iowa law additionally provides that:
Where the seller at the time of contracting has reason to know
any particular purpose for which the goods are required and
that the buyer is relying on the seller’s skill or judgment to
select or furnish suitable goods, there is unless excluded or
modified . . . an implied warranty that the goods shall be fit
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for such purpose.
Iowa Code § 554.2315. Recovery under § 554.2315 requires “proof of the following
elements: (1) the seller had reason to know of the buyer’s particular purpose; (2) the seller
had reason to know the buyer was relying on the seller’s skill or judgment to furnish
suitable goods; and (3) the buyer in fact relied on the seller’s skill or judgment to furnish
suitable goods.” SmithCo Mfg., Inc. v. Haldex Brake Prods. Corp., 708 F. Supp. 2d 816,
820 (N.D. Iowa 2010).
A “particular purpose” differs from the ordinary purpose for
which the goods are used in that it envisages a specific use by
the buyer which is peculiar to the nature of his business
whereas the ordinary purposes for which goods are used are
those envisaged in the concept of merchantability and go to
uses which are customarily made of the goods in question.
Id. at 821 (quoting Iowa Code § 554.2315 cmt. 2). “The warranty of fitness under
[§] 554.2315 is said to turn on the ‘bargain-related’ facts as to what the seller had reason
to know about the buyer’s purpose for the goods and about his reliance on the seller’s skill
or judgment in selecting them.” Van Wyk v. Norden Labs., Inc., 345 N.W.2d 81, 84
(Iowa 1984). Generally, the particular use may not be the use normally expected to be
made of the goods. See id. at 85. “For example, shoes are generally used for the purpose
of walking upon ordinary ground, but a seller may know that a particular pair was selected
to be used for climbing mountains.” Iowa Code § 554.2315 cmt. 2. However, “in some
cases a buyer’s particular purpose will be the same as the ordinary purpose for which a
product is furnished.” Van Wyk, 345 N.W.2d at 85.
3.

Application

The court finds that Black Soil’s claim for breach of implied warranty fails as a
matter of law. Black Soil contends that Land O’Lakes “is responsible for an implied
warranty of fitness for a particular purpose” and that Land O’Lakes breached the
“[i]mplied [w]arranty for a [p]articular [p]urpose.” Petition at 4-5. However, Black Soil
12

fails to allege that it used the Product for any purpose distinct from its ordinary purpose.
See generally id. Rather, Black Soil admits that the Product was used for its ordinary
purpose, namely to feed calves. See SUMF ¶ 21 (“West Edge used the . . . Product for
its ordinary purpose, namely to feed calves.”); Response to SUMF ¶ 21 (admitting the
same).
Further, even assuming that Black Soil intended to use the Product for a particular
purpose, it has presented no evidence that Milk Products, or Land O’Lakes, had reason
to know of the purpose. Black Soil admits that Milk Products manufactured the Product
for Ridley, Ridley sold the Product to Doon and Doon ultimately sold the Product to West
Edge. See SUMF ¶ 15; Response to SUMF ¶ 15 (admitting the chain of sale). Black Soil
has presented no bargain-related facts in this case to support a finding that Milk Products
had reason to know about Black Soil’s alleged particular purpose. See SmithCo Mfg., 708
F. Supp. 2d at 820 (requiring proof that “the seller had reason to know of the buyer’s
particular purpose”); see also Stoffel v. Thermogas Co., 998 F. Supp. 1021, 1030 (N.D.
Iowa 1997) (“[T]here is nothing in the record to show that [the plaintiff] communicated to
[the defendant] his intended use of the propane. Without such a communication, no
implied warranty can arise, and summary judgment in [the defendant’s] favor must be
granted.”); Van Wyk, 345 N.W.2d at 85 (concluding that the “implied warranty of fitness
for a particular purpose” was inapplicable where a vaccine was sold to veterinarians for
ordinary use, and the veterinarians subsequently used the vaccine on the plaintiffs’ calves
and “[t]here was no evidence that the seller had reason to know of any purpose for the
plaintiffs’ use of the vaccine, other than its ordinary use”). Therefore, Black Soil has
failed to establish that a genuine issue of material fact exists as to its claim for breach of
implied warranty for a particular purpose. Accordingly, the court shall grant the Motion
as to Count II.

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VII. CONCLUSION
For the foregoing reasons, it is hereby ORDERED:
(1)

Land O’Lake’s Motion for Summary Judgment (docket no. 42) is
GRANTED;

(2)

The Clerk of Court is DIRECTED to enter judgment in favor of Land
O’Lakes and against Black Soil;

(3)

The Clerk of Court is DIRECTED to terminate all outstanding motions;

(4)

The Final Pretrial Conference is CANCELED and the trial date is
VACATED.

IT IS SO ORDERED.
Dated this 19th day of October, 2018.

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