Micro Miniature Bearing Co., Inc. v. Barnett-Sabatino (NCBC – Feb. 21, 2018)

This case is a consolidation of several actions, the allegations of which can be found in earlier opinions by the North Carolina Business Court.  Most of the claims in the various disputes have been settled and dismissed.  However, the current dispute is whether Micro-Miniature Bearing Co., Inc. (“MMB”), and Vincent Sabatino (“Sabatino”), through their respective counsel, agreed to enter into a binding agreement pursuant to which MMB would purchase four Internet domain names from Sabatino for $16,000.  The Court evaluated the arguments during the summary judgment stage of the case.

The Court summarized the facts as it understood them to provide context.  An initial e-mail from MMB’s counsel to Defendants’ counsel made a settlement proposal that proposed a payment of $12,500 for the purchase of domain names and conditioned that payment on (1) the verification of information related to the domain names, and (2) the return of certain information that MMB believed was taken by Defendant Shawn Barnett-Sabatino (“Barnett-Sabatino”).  Counsel for Sabatino responded, and the two attorneys exchanged several e-mail communications in which they discussed and disputed certain facts underlying the conditions and generally came closer and closer on the amount of the payment to Sabatino for the domain names.  Counsel for MMB eventually stated a payment amount that counsel for Sabatino accepted and assumed that the settlement was complete.  MMB has refused to make the payment, and disputes that all of the terms of the agreement were settled at the time the payment offer was accepted.

Sabatino has filed a motion for summary judgment, arguing that he is entitled as a matter of law to a ruling that a MMB is bound by an enforceable contract to purchase the domain names for $16,000.


Notable Analysis:

  • The requirement that Barnett-Sabatino return the information to MMB was part of the consideration for the purchase price that MMB offered in its initial communication, and was therefore a material term of any settlement agreement.
  • The parties had not agreed on the return of information by Barnett-Sabatino at the time counsel for Sabatino agreed to accept the purchase price stated by counsel for MMB; therefore, a material term of the contract remained unsettled, precluding the formation of a binding contract.
  • Because no binding contract existed between the parties and no genuine issues of material fact exist, entry of summary judgment in favor of MMB is appropriate.

Disposition (Motion(s)):

Defendant Sabatino’s Motion for Summary Judgment: DENIED.

Summary Judgment in Favor of MMB: GRANTED.

Disposition (Claim(s)):

Sabatino’s Breach of Contract Claim: DISMISSED.

For additional detail, you can read the full opinion HERE.

Cite: Micro Miniature Bearing Co. v. Barnett-Sabatino, No. 16 CVS 1101, 2018 WL 1023897 (N.C. Super. Ct. Feb. 21, 2018). 

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