Clinton Growers et al v. Pilgrims Pride Corporation

Filing 14

Memorandum Opinion and Order: The court ORDERS that the order of the bankruptcy court in the above-captioned bankruptcy case entered February ll, 2011, that each and every one of the Clinton Growers take nothing by their claims against Pilgrim 's Pride Corporation be, and is hereby, affirmed. [see Order for specifics] (Ordered by Judge John McBryde on 12/19/2011) (klm)

U. DI
S STRI COURT
CT

NORTHEkN DI TRI OFTEXAS î
S CT

FI E D
L
I THE UNITED STATES DISTRICT OURT
N
WCRTHERN DISTRICT OF TEXAS
VCRT WORTH DIVISION

g g I9 2 l
E
0j

CVCRX V. PI
V STRI COURT
CT
y
bY
Deput
y

IN R E :

PILGRIMS PRIDE CORPORATION ,

Bankruptcy Court Case
No . 08-45664-dm111

Debtor .

CLINTON GROWERS , ET AL .,

App licants,
District Court Case
VS .

No . 4 :11-CV -333-A

PILGRIM 'S PR IDE CORPORATION ,
ET AL .,

Appellees .

MEMORANDUM OPIN ION
and
ORDER

Before the court for decision is the appeal of a group of
persons known as the 'Clinton Growers' from rulings of the
'
'
bankruptcy court in the above-captioned bankruptcy case summarily
denying their proofs of claim in bankruptcy . The persons
referred to herein as the Clinton Growers are listed in the
exhibit that is an attachment hereto . The court has concluded
that the rulings of the bankruptcy court , as set forth in the
document titled 'Final Order on Clinton Growers ' Claims ' entered
'
'
in the bankruptcy case on February 11, 2011, R . at 8-15, denying

.

'
'
;

the Clinton Growers ' claims in bankruptcy against Pilgrim ' Pride
s
Corporation should be affirmed .
The bankruptcy court ruled in favor of the debtors,

Pilgrim ' Pride Corporation , PSF Distribution Company , PPC
s
Transportation Company , To-Ricos, Ltd w To-Ricos Distribution ,
Ltd w Pilgrim 's Pride Corporation of West V irginia, and PPC

Marketing, Ltd . ('Debtors'), on two theories--first, that the
'
'
bankruptcy court was bound by the law-of-the -case doctrine to
rule for Debtors by reason of rulings made by United States
District Judge Terry R . Means in Citv of Clinton , Ark . v .

Pilqrim ' Pride Corp w 654 F. Supp . 2d 576, 544-45 ( . . Tex .
s
N D
2009), and, second, even if the law-of-the-case doctrine does not
apply , the promissory estoppel theory of recovery urged by

Clinton Growers (
their sole remaining theory in support of their
bankruptcy claims) is legally unmeritorious under facts
estab lished without dispute in the record on which the bankruptcy
court acted .

Clinton Growers ' contentions on appeal amount to the
propositions that the bankruptcy court erred in holding that the
law -of-the-case doctrine applies and in applying that doctrine as
a basis for denial of their claims , and that the bankruptcy court

erred in its conclusion that denial of the claims was justified
because the record established as a matter of law that Clinton
2

Growers ' promissory estoppel claims lack legal merit .

at 8-

l5 .

Debtors filed several motions for partial summary judgment,
each directed to an aspect of one of the three theories of
recovery urged by Clinton Growers in their proofs of claim in

bankruptcy . R . at 4009 (
summary of bases for proofs of claim);

R . at 9-11 (
final order listing the theories of recovery asserted

by Clinton Growers and motions for partial summary judgement
filed by Debtors). Clinton Growers admitted the merits of the

motions for partial summary judgment as to two of their three
theories of recovery ; and , the bankruptcy court granted the

motions as to those two theories. R . at 7429, 7432 (
orders

granting motions for partial summary judgment as to Clinton
Growers ' causes of action based on fraud or deceit , fraudulent

inducement, and constructive fraud and their cause of action
based on alleged violations of the A rkansas Livestock and Poultry

Contract Protection Act)
The remaining theory of recovery advanced by Clinton

Growers, promissory estoppel, was the subject matter of the
bankruptcy court ' ruling from which Clinton Growers have
s

appealed. R. at 8-15 (
final order);

opinion)

at 3983-4005 (
memorandum

Six of the motions for partial summary judgment were

directed to Clinton Growers ' promissory estoppel theory , one

!
I

focusing on the parol ev idence ru le , another on the statute of
frauds, another on merger, another on statute of limitations,
another on absence of actionable prom ises on which Clinton

Growers could justifiably rely, and the final on barred by
contract . R . at 10 .

The bankruptcy court 's memorandum opinion

says that the bankruptcy court was granting its relief based on
the merger motion .

R . at 3983 n .1, 4005 . Because of the

bankruptcy court 's granting of the merger motion , the bankruptcy
court concluded that the remaining motions were moot . R . at
4005 . In the final order , the bankruptcy court granted the
merger motion , but none of the others .

Id . However, the

explanation the bankruptcy court gave in its memorandum op inion

as why Arkansas law compelled a rejection of Clinton Growers'
promissory estoppel theory seems to say that the bankruptcy court

has accepted Debtors ' arguments that the promissory estoppel
theory is not viable by reason of the contract bar urged by one
of the motions as well as the merger bar urged by the motion the
bankruptcy court expressly granted .

Undoubtedly conscious of the ability of this court to affirm
the bankruptcy court 's ruling on any ground supported by the

record , Clinton Growers assign in their brief as issues to be
resolved on the appeal each of the theories urged by Debtors in
the bankruptcy court as to why Clinton Growers cannot
4

successfully assert promissory estoppel . Br . of Appellants at 1 .

Appellees responded in kind , agreeing that Clinton Growers l
statement of the issues was accurate, Br . of Appellees at 1, and

by providing responsive argument as to each of those issues .
In this memorandum opinion the court expresses its
conclusion that promissory estoppel is not a v iable theory of
recovery for two reasons--because it is barred by reason of the
existence of a contract between the parties dealing with the same

subject matters of the statements upon which the estoppel theory
is based and because the merger language in the contracts
prohibits reliance on the extra-contractual statements Clinton
Growers urge in support of their promissory estoppel theory .
While the court finds persuasive the arguments and authorities
presented by Debtors in support of their other reasons why
promissory estoppel cannot successfully be asserted , the court

chooses to limit its discussion to the merger and barred -bycontract issues .
The bankruptcy court and Debtors make persuasive arguments

in support of the bankruptcy court ' law-of-the -case ruling , but
s
the court has reservations as to whether that doctrine is
applicable . Consequently , the court chooses not to base the

court' affirmance of the bankruptcy court ' judgment on 1aw of
s
s
the case .

For the reasons given below , the court has no
5

misgivings about the bankruptcy court ' denial of Clinton
s
Growers ' claims on the ground that the record establishes as a
matter of law that Clinton Growers ' promissory estoppel theory is
without merit .
The bankruptcy court 's December 15 , 2010, memorandum opinion

correctly and adequately described in a1l material respects the
procedural history and undisputed factual background . R . at
3983-88. The contract , which is titled 'Pilgrim 's Pride
'
Corporation Broiler Production Agreement ,' between each of the
'

Clinton Growers and Pilgrim ' Pride Corporation has essentially
s
the same terms and provisions as the other contracts . The terms
and provisions that have potential relevance to the v iability of
Clinton Growers ' promissory estoppel claims are as follows :
1.

Under the heading 'Engagement of the Independent
'

Grower,'l the contract provides that ' sluch agreement is to
'
'l
continue unless terminated in accordance with the prov isions
.

.

contained' i the agree
l n
ment. R. at 2045, ! A.

.

2.

Under the heading 'Term , the contract provides
'

that :

The term of this Agreement shall commence on
the date of execution of this Agreement , continue
on a flock to flock basis , and shall terminate

upon completion of the engagement ( subject to
s)
l Clnt Gr e s a e ca l d ' nde nde Gr e s'i t c r t
'
rhe i on ow r r le ' pe nt ow r ' n he ontac .
I
6

the right of the Company to terminate this
Agreement upon written notice to the Independent
Grower in the event the Independent Grower does

not timely perform its objections hereunder as
provided in this Agreement.

Id., ! C.
3.

Under the heading 'Termination ,' the contract
'
'

provides :
Either the Independent Grower or the Company
shall have the right to terminate this Agreement
and its Exhibits without any need for cause
provided that written notice is given after a
flock is settled and before a new flock is p laced .
Written notice from the Independent Grower should
be given to the Live Production Manager or Broiler
Manager . Written notice shall be given from the
Company to the Independent Grower . Termination
during a flock shall be in accordance with the
other terms of this Agreement . Should such
termination occur , the Company agrees to pay the
Independent Grower for a11 serv ices performed
until termination of this Agreement , and the
Independent Grower agrees to perform all
obligations until termination of this Agreement .
Once notice has been given by either party to
terminate , the Company will not deliver new
chicks, nor will the Independent Grower accept neW
chicks . Except for cause or economic necessity ,
Company will not terminate this Agreement without
first requiring Independent Grower to follow the
'Cost Improvement Program ' as described in Exhibit
'
'
B.

Id., ! D.
4.

Under the subheading 'Prior Agreements/Entire
'

Agreement ,' the contract prov ides :
'

This agreement supersedes , voids and
nullifies any and a1l previous Broiler Production
7

Agreements and a11 other prev ious agreements
governing the relationship between Independent
Grower and Company . The Independent Grower and
Company hereby release and extinguish all claims
that they may have against each other under any
previous Broiler Production Agreement and al1
other prev ious agreements governing the
relationship between Independent Grower and
Company . This Agreement , and any Exhibits hereto ,
constitute the entire agreement between the
parties, and those documents supersede al1 oral
statements and other communications made before
the execution of those documents . Independent
Grower acknowledges that in entering into this

Agreement, he/she has not relied upon any
statements that are not contained in this

document, and/or the Exhibits hereto.

R. at 2047-48, ! H.9).
5.

Under the subheading '
' Modification Except in
No

Writing ,' the contract provides :
'
The parties agree that this Agreement and the
Exhibits hereto may not be modified except in
writing signed by b0th the Company and Independent
Grower .

Id., ! H.l2).
6.

Under the subheading 'Exclusion of Incidental,
'

Consequential , and Certain Other Damages,' the contract
'
provides :
TO THE MAXIMUM EXTENT PERMITTED BY LAW , NEITHER
THE COMPANY NOR INDEPENDENT GROWER SHALL BE LIABLE
TO ONE ANOTHER FOR ANY SPECIAL , INCIDENTAL ,
INDIRECT , CONSEOUENTIAL , EXEMPLARY OR NON COMPENSATORY DAMAGES WHATSOEVER ARISING OUT OF OR

IN ANY WAY RELATING TO THIS AGREEMENT AND/OR ITS

8

EXHIBITS , AND/OR THE PERFORMANCE OF THE PARTIES
UNDER THIS AGREEMENT AND/OR ITS EXHIBITS.
-

Id ., H.13).
7.

Under the subheading 'Choice of Law and Venue ,'
'
1

the agreement prov ides that the 'substantive laws of the
'

State in which the farm is located shall govern the

inter
pretati of this Agreement . . . .' I ., ! H . .
on
' d
17)
Clinton Growers maintain that , notwithstanding the
provisions of their respective contracts with Pilgrim ' Pride
s
Corporation , each of them should recover from Debtors based on a
statement or statements made to the grower by one or more

employees of Pilgrim ' Pride Corporation ( of its predecessor)
s
or
such as , or similar to , that the grower '
'
would receive chickens
as long as he met the company 's requirement ' and that they were

'here for the long haul .' Each of the Clinton Growers maintains
'
that he took such statement or statements to mean that the

grower ' contract with Pilgrim ' Pride Corporation would continue
s
s
in ef fect for at least a suff icient length of time to enable the
grower to recoup through income from the contract the cost of
making the necessary preparations for performance under the
contract .

All farm s of the Clinton Growers were located in the State
of Arkansas . The 1aw of Arkansas appears to be quite clear that

9

Promissory estoppel applies only when the elements of a contract
cannot be shown . See Skallerup v . City of Hot Sprinqs, 309

S. . 196, 201 (
W 3d
Ark . 2009). Another holding of the Supreme
Court of A rkansas that illustrates the extent to which Arkansas
law allows the ex istence of a contract to insu late the
contracting parties from extra -contractual claims is Lowell

Perkins Aqencv, Inc . v . Jacobs, 469 S. . 89 (
W 2d
Ark . 1971). In
Lowell, the Arkansas Supreme Court made clear that A rkansas 'law
'

never accommodates a party with an implied contract when he has

made a specific one on the same subject matterz' id. at 93,
'

citing to authorities to the effect that the doctrine of unjust
enrichment or recovery in quasi-contract applies only to
situations where there is no legal contract and that , generally ,
where there is an express contract , the law will not imply a

quasi or constructive contract , id . at 92-93 . The Arkansas
Supreme Court quoted w ith approval from 17 C . .S. Contracts 5 6,
J

p. 574, that ' a) quasi-contractual principle of unjust
'(
enrichment does not apply to an agreement deliberately entered

into by the parties , however harsh the prov isions of such
contract may seem in the light of subsequent happenings .' Id . at
'
92 . See also Farmer ' Cooo . A ss ' v . Garrison , 454 S . .
s
n
W 2d 644,

647-48 (
Ark . 1970).

10

The decisions of intermediate appellate courts of Arkansas
seem uniformly to apply the rule announced by the Arkansas

Supreme Court that promissory estoppel may be a basis for
recovery only when formal contractual elements do not exist . See
Moore v . Keith Smith Co ., Inc w No . CA 08-884 , 2009 A rk . App .

LEXIS 283, at *13 ( . App . May 6, 2009) U'
Ark
promissory estoppel
is not to be used as a vehicle to engraft a promise on a contract

that differs from the written terms of the contract .' ; Tavlor v .
s
George, 212 S. . 17, 25 (
W 3d
Ark. App . 2005) Ul
promissory estoppel
may be a basis for recovery only when formal contractual elements

do not exist.'); MDH Builders, Inc . v . Nabholz Constr . Corp ., 17
'
-

-

S. .3d 97, 101 (
W
Ark . App . 2000) (
holding that there was no need
to explore whether the plaintiff proved entitlement to relief on
an extra-contractual theory inasmuch as the trial court correctly

found that a contract existed between the p laintiff and

defendant). see also Glenn Mech . v, S . Ark . Req ' 278 S . .
l,
W 3d
583, 587 (
Ark. App . 2008).
In Heatinq & Air Specialists , Inc . v . Jones , 180 F .3d 923

(
8th Cir . 1999), the Eighth Circuit provided the following

explanation as to the status of Arkansas law on the subject under
discussion :
Arkansas courts have permitted parties to assert the
doctrine of promissory estoppel as an alternative to
breach of contract in the absence of consideration or
11

as a means of overcoming a statute of frauds defense .
The courts of Arkansas thus have applied the doctrine
in order to overcome deficiencies in the formation of
an enforceable contract , but have not applied it in
order to determine the Darties ' riqhts under a contract
that is otherwise enforceable . Their failure to do so
reflects the widely accepted principle that Dromissory
estopoe l is applicable only in the absence of an
otherw ise enforceable contract .
- --

-

-

-

18O F . at 934 (
3d
citations omitted, emphasis added) . A recent
United States District Court decision interpreting Arkansas law
noted that :

As repeatedly stated by the Arkansas Supreme Court , the
law never accommodates a party w ith an imp lied contract

when he has made a specific E
one) on the same subject
matter . The Arkansas Supreme Court has also held that
promissory estoppel may be a basis for recovery only
when formal contractual elements do not exist .

Billinqslev v . Weverhaeuser Co ., No . 4 :09-cV -04040 , 2010 U .S .

Dist . LEXIS 95254 , at *13 ( . . Ark . Aug . 24 , 2010) (
W D
quotation
marks & citations omitted), adopted by 2010 U . . Dist . LEXIS
S
( . . Ark . Sept . 10, 2010) .
W D
While the court is not giving law -of -the -case effect to the
rulings of Judge Means in Citv of Clinton , the court finds that

the first reason given by Judge Means for rejecting the
promissory estoppel theory advanced by the poultry growers in
that case is persuasive and equally applicab le to the prom issory
estoppel theory advanced by Clinton Growers in support of their

12

claims in bankruptcy in this same bankruptcy case in which Judge
Means made his Citv of Clinton ruling .
The 1aw of Arkansas on the effect of the merger doctrine is

that it prevents reliance by a contracting party on extracontractual statements or representations .

In Farm Bureau

Insurance Co . v . Runninq M Farms, the A rkansas Supreme Court
explained :

(
Tlhis court has said that ul
wlhen two parties have
made a contract and have expressed it in a writing to
which they have b0th assented as the complete and
accurate integration of that contract , ev idence ,
whether parol or otherwise, of antecedent
understandings and negotiations will not be admitted
for the purpose of varying or contradicting the
writing . ' U . . Rubber v . Northern , 236 Ark . 381, 384 ,
'
S
366 S . . 186, 188 (1963)7 see also Ultracuts Ltd. v .
W 2d
Wal-Mart Stores, Inc ., 343 Ark . 224 , 232, 33 S .W .3d

128, 134 (
2000) (
holding that nE
ilt is a general
proposition of the common law that in the absence of
fraud , accident or mistake, a written contract merges ,
and thereby extinguishes , al1 prior and contemporaneous
negotiations, understandings and verbal agreements on

the same subject.')
z
237 S. . 32, 37 (
W 3d
Ark. 2006). See also Haqans v . Haines, 984
S. . 4l, 44 (
W 2d
Ark. App . 1998); Stevens V . Ark . Power & Liqht
Co ., l24 S. . 972, 973, 975 (
W 2d
Ark. 1939).
No plausible argument can be made that the statements on
which Clinton Growers rely in support of their promissory

estoppel theory are not directly dealt with in their broiler

production contracts. The subjects of those statements are
13

express elements of the contracts .

The contracts could not have

been more specific and complete on the subjects of the terms of
the contract and circumstances that would cause the contracts to
term inate . Nor could they have been any more specific and
complete in their provisions that the written documents
constituted the entire agreement between the parties , and that
they superseded a1l oral statements and other communications made
before the execution of the contracts .

The contracts dealt

directly with the possibility that someone would claim a verbal
modification after the contract was entered into by prov iding in

each contract that it was not subject to modification except in
writing signed by b0th parties . The contracts went so far as to
prov ide that the kinds of damages Clinton Growers are asserting
against Debtors would not be recoverable . The Arkansas courts

could not have made it any plainer that a promissory estoppel
claim under the circumstances existing here would not be viable
under Arkansas law .

Aside from significant attention devoted by Clinton Growers
in their briefs to their contention that the bankruptcy court
erred in giving effect to the law -of-the-case doctrine in its
denial of their claims in bankruptcy , the main thrust of ' heir
t
appellate arguments is that the decision of the Arkansas Supreme

Court in Tvson Foods v . Davis, 66 S. .3d 568 ( . 2002), is
W
Ark
14

controlling , and that the rulings in Tyson establish that, at the
least, the record on which the bankruptcy court acted presented
issues of fact that caused the bankruptcy court 's summary rulings
against Clinton Growers to be in error . Br . of Appellants at 12-

19, 21-24 , 31-33 7 Reply Br . at 8-18 . The bankruptcy court did
not overlook Tvson ; rather , it devoted four pages of the opinion
to exp lanations of why Tv son is inapplicable to the legal issues
related to the promissory estoppel theory advanced by Clinton
Growers .

R . at 3997-4000.

The court concurs with the bankruptcy

court 's analysis of Tvson , and agrees that none of the Tvson

holdings are inconsistent with , or impair , any of the rulings
made by Judge Means in Citv of Clinton or by the bankruptcy court
here as to why the promissory estoppel theories urged by the

growers in City of Clinton and the instant action is not legally
viable .
If, as Clinton Growers seem to contend , the Arkansas Supreme

Court in Tvson changed the rule that promissory e/toppel applies
Only when the elements of a contract cannot be shown , that court

would not have said , as it did seven years after Tvson , in
Skallerup that :

To the extent that Skallerup argues that estoppel
applies to the contract obligations asserted , he is in
error . Promissory estoppel applies when the elements of
a contract cannot be shown . Skallerup argues that
contracts exist in the present case making promissory
15

estoppel inapplicable . We hold that there is no relief
available under either equitable estoppel or promissory
estoppel .

Skallerup, 309 S. . at 201 (
W 3d
citation omitted).
The court has given full consideration to all arguments and

authorities advanced by Clinton Growers in support of their
equitable estoppel theory , and finds none of them persuasive .
Therefore ,

The court ORDERS that the order of the bankruptcy court in
the above-captioned bankruptcy case entered February ll, 2011,

that each and every one of the Clinton Growers take nothing by

their claims against Pilgrim ' Pride Corporation be, and is
s
hereby , affirmed .
SIGNED December 19, 2011 .
A
vz
*

z'
z

z
ZA

N MCBRYDE

United States Di
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16

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