United States District Court, M.D. Tennessee, Nashville Division
WILLIAM L. CAMPBELL, UNITED STATES DISTRICT JUDGE
before the Court are Defendant's Motion for Summary
Judgment (Doc. No. 48); Plaintiff's Response (Doc. No.
62); and Defendant's Reply (Doc. No. 73). For the reasons
set forth herein, Defendant's Motion (Doc. No. 48) is
GRANTED in part, and DENIED
in part. The Court grants summary judgment on the fraudulent
and negligent misrepresentation claims, and denies summary
judgment as to all other claims.
Motion to Disregard or to Strike (Doc. No. 74) is
DENIED, as moot, as the Court did not
consider the disputed evidence in reaching its decision.
Factual and Procedural Background
Thompson Research Group, LLC (“TRG”) alleges
Defendant Winnebago Industries, Inc.
(“Winnebago”) refused to pay it fair compensation
for its role in initiating Winnebago's acquisition of
Grand Design RV, LLC (“Grand Design”). (Doc. No.
1). Plaintiff asserts claims for breach of contract, breach
of implied contract, fraudulent misrepresentation, negligent
misrepresentation, and unjust enrichment. (Id.)
a firm owned by Kathryn Thompson and Chris White that
provides equity research, sell-side research, corporate
advisory, and consulting services. (Plaintiff's Response
to Defendant's Statement of Undisputed Material Facts
¶ 1 (Doc. No. 63) (hereinafter “Plaintiff's
Response to Facts”)). Winnebago is a publicly-traded
corporation that manufactures recreational vehicles.
(Id. ¶ 2). Grand Design manufactures travel
trailers and fifth-wheel products, commonly known as
“towables.” (Id. ¶ 3). In October,
2016, Winnebago publicly announced its acquisition of Grand
Design. (Doc. No. 9 ¶ 31). The parties vehemently
disagree about the facts leading up to that acquisition, and
whether TRG is entitled to a “finders fee” for
the pending motion, Winnebago seeks summary judgment on
Plaintiff's claims. To support its motion, Winnebago has
propounded 116 statements of “undisputed”
material facts, most of which are “disputed” by
TRG. (Doc. No. 63). Winnebago also seeks to strike several of
TRG's responses, as well as other items of evidence filed
by TRG in response to the summary judgment motion. (Doc. No.
74). As discussed herein, with the exception of the
fraudulent and negligent misrepresentation claims, even if
the Court disregards the evidence challenged by Winnebago,
resolution of this case requires a determination of disputed
facts and inferences to be drawn from those facts, as well as
credibility determinations, all of which are to be made by a
The Standards Governing Motions for Summary
judgment should be granted "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."
Fed.R.Civ.P. 56(a). The Supreme Court has construed Rule 56
to “mandate the entry of summary judgment, after
adequate time for discovery and upon motion, against a party
who fails to make a showing sufficient to establish the
existence of an element essential to that party's case,
and on which that party will bear the burden of proof at
trial.” Celotex Corp. v. Catrett, 477 U.S.
317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986).
considering a motion for summary judgment, a court must draw
all reasonable inferences in favor of the nonmoving party.
See, e.g., Matsushita Elec. Indus. Co., Ltd. v. Zenith
Radio Corp., 475 U.S. 574, 587-88, 106 S.Ct. 1348, 89
L.Ed.2d 538 (1986); Shreve v. Franklin County, Ohio,
743 F.3d 126, 132 (6th Cir. 2014). The court does not make
credibility determinations, weigh the evidence, or determine
the truth of the matter. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202