Common use of Summary Judgment Clause in Contracts

Summary Judgment. Federal Rule of Civil Procedure 56 allows a party to move for judgment on all or part of a claim or defense at issue in a case. Rule 56(a) provides that the court "shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." A fact is "material" if, in light of the relevant substantive law, "it has the potential of determining the outcome of the litigation." Maymi v. Puerto Rico Ports Auth., 515 F.3d 20, 25 (1st Cir. 2008). A factual dispute is "genuine" if "'the evidence is such that a reasonable jury could return a verdict for the nonmoving party.'" ▇▇▇▇▇▇▇▇ ▇. WellPoint, Inc., 561 F.3d 38, 43 (1st Cir. 2009) (quoting ▇▇▇▇▇▇▇▇, 477 U.S. at 248). In making this determination, the court must "constru[e] the record in the light most favorable to the non-moving party." ▇▇▇▇▇▇▇ ▇. York Cnty., 433 F.3d 143, 149 (1st Cir. 2005). The record should not, however, be scrutinized piecemeal; rather, it must be "taken as a whole." Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); ▇▇▇▇▇ ▇. ▇▇▇▇ Furniture, 717 F. Supp. 2d 120, 122 (D. Mass. 2010). In a contract dispute, "[s]ummary judgment is appropriate when [the] plain terms [of the contract] unambiguously favor either side." Farmers Ins. Exch. v. RNK, Inc., 632 F.3d 777, 784 (1st Cir. 2011). If the contract is ambiguous, "the court must [] ask whether the extrinsic evidence reveals a genuine issue of material fact regarding the meaning of the ambiguous language." Mason v. Telefunken Semiconductors Am., LLC, 797 F.3d 33, 38 (1st Cir. 2015). "If the extrinsic evidence is 'so one-sided that no reasonable person could decide the contrary,' the meaning of the language becomes evident" and summary judgment is appropriate. Id. (quoting Boston Five Cents Sav. Bank v. Sec'y of Dep't of Hous. & Urban Dev., 768 F.2d 5, 8 (1st Cir. 1985)). However, if the extrinsic evidence is "contested or contradictory," there is a material dispute of fact and "summary judgment will not lie." Id. (internal quotations omitted).