The Appellate Group

iDrive Logistics v. Adagio Teas

iDrive Logistics v. Adagio Teas, 2022 UT App 115 (Mortensen, J.)


Seller and shipper entered into a shipping contract whereby shipper agreed to ship seller’s goods at a discounted rate, and seller agreed to pay shipper a percentage of the savings. Seller later accused shipper of overcharging. Via email, the parties modified their contract moving forward and settled their disputed outstanding invoices. Seller later refused to pay, and shipper sued. The district, applying Delaware law, granted shipper’s motion for summary judgment. Seller appealed, and the Utah Court of Appeals affirmed, holding:

  • The district court correctly determined that there was a meeting of the minds as to the temporal scope of seller’s and shipper’s modification, so no material fact was in dispute. Here, subjective intent shown via untimely admitted affidavits cannot override the objective evidence of mutual assent contained in the record.

Read the full court opinion