## Facts

- R. M. Schultz & Associates, Inc. (Schultz) designed specialized computer systems for an advertising firm.
- The advertising firm retained Nynex Computer Services Co. (Nynex) to install the systems at retail store locations.
- Schultz alleged Nynex ordered approximately 100 specially modified systems and later repudiated the order after Schultz had modified and stockpiled many units.
- Schultz sued Nynex in federal district court for breach of contract.
- Schultz’s primary documentary support for a contract was a written purchase order stating the quantity of systems and a price term.
- The purchase order was on Nynex letterhead and bore the signatures of two Nynex officers.
- The purchase order, however, was addressed to a third-party merchant rather than to Schultz.
- Schultz offered testimony that the third-party merchant served as a designated middleman that transmitted Nynex’s orders to Schultz.
- In opposing Schultz’s motion for summary judgment, Nynex accepted Schultz’s allegations as true only for purposes of responding to that motion.
- In support of Nynex’s own motion for summary judgment, Nynex denied Schultz’s allegations and disputed that Nynex had contracted with Schultz.

## Issues

1. Whether Schultz was entitled to summary judgment on contract formation based on a purchase order on Nynex letterhead, signed by Nynex officers, but addressed to a third-party merchant, together with disputed testimony that the merchant acted as a middleman for orders to Schultz.
2. Whether Nynex’s limited acceptance of Schultz’s allegations for purposes of opposing Schultz’s summary judgment motion amounted to a judicial admission that barred Nynex from disputing those allegations in its own summary judgment motion.

## Decision

- Schultz’s motion for summary judgment was denied.
- Nynex’s motion for summary judgment was denied.
- The court held that Nynex’s conditional acceptance of Schultz’s allegations for purposes of responding to Schultz’s motion did not bind Nynex as an admission for all purposes.
- The court found genuine disputes of material fact concerning whether Nynex intended to contract with Schultz (including the role and authority of the alleged middleman), making summary judgment inappropriate for either party.

## Legal Principles

- Summary judgment is improper when material facts are genuinely disputed and competing inferences could reasonably be drawn from the record.
- A writing such as a purchase order may be evidence of an agreement, but when it is addressed to someone other than the plaintiff and its meaning depends on contested extrinsic facts (such as an alleged intermediary arrangement), it may not establish contract formation as a matter of law.
- Determining the identity of the contracting parties can require fact findings about course of dealing, communications, and the function of third parties; those questions typically cannot be resolved on summary judgment when disputed.
- A party’s statement that it assumes an opponent’s facts as true solely for purposes of arguing against the opponent’s request for judgment as a matter of law is not, without more, a binding judicial admission.

## Conclusion

The court denied both parties’ summary judgment motions because the purchase order—though on Nynex letterhead and signed by Nynex officers—was addressed to a third-party merchant, and the parties disputed whether that merchant functioned as a middleman creating contractual rights between Schultz and Nynex; those disputes, along with the nonbinding nature of Nynex’s conditional factual acceptance in opposition papers, required the case to proceed beyond summary judgment.


R. M. Schultz & Associates v. Nynex Computer Services Co., 1994 WL 124884 (1994)