The defendants brought a motion for summary judgment seeking dismissal of claims arising from a logistics services agreement.
The plaintiff alleged contractual entitlement to shortfall penalties, negligent misrepresentation, and breach of a duty of good faith.
The court held that the contract expressly barred shortfall penalties for periods shorter than a full fiscal year and refused to imply a term to allow recovery.
The court also dismissed the pre‑contractual misrepresentation claim based on an entire agreement clause and struck the good faith claim for failing to identify a contractual term performed in bad faith.
However, summary judgment was refused for alleged misrepresentations made during the contractual relationship, as factual disputes regarding falsity, reliance, and damages required a trial.
