UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF INDIANA 

HAMMOND DIVISION 

OPINION AND ORDER 

In this lawsuit Plaintiffs allege that Defendants have failed to abide by the terms of a 

settlement agreement. Plaintiffs moved for partial summary judgment on this issue. Additionally, 

they are asking attorneys’ fees for the enforcement of the settlement agreement. 

In response, Defendant Cuetara Holdings Inc., moved for judgment on the pleadings.

Cuetara contends that Plaintiffs’ claims regarding the relationship between Cuetara Holdings and 

Classic Foods, specifically the direct claims, alter ego claims, and the piercing of the corporate 

veil claims, are insufficient to state a claim under Federal Rule of Civil Procedure 8(a). 

Defendant Classic Foods filed a Response to Plaintiffs’ Motion for Partial Summary Judgment 

that disputes some of the attorneys’ fees, but does not dispute breaching the settlement 

agreement. 

A. Standard for Evaluating a Motion for Judgment on the Pleadings 

Case No. 1:12-CV-452 JVB 

Saratoga Potato Chip Company, Inc., 

a/k/a Olde York Potato Chips; and 

Saratoga Potato Chips, LLC; 

Plaintiffs, 

v. 

Classic Foods, Inc.; and Cuetara 

Holdings, Inc.; 

 Defendants. 
2 

 Judgment on the pleadings on a legal issue is appropriate when, after the pleadings are 

closed, the court determines that there is no material issue of fact presented and that one party is 

clearly entitled to judgment. See Flora v. Home Federal Sav. & Loan Assoc., 685 F.2d 209, 211 

(7th Cir. 1982). Such a motion may be granted only if the moving party clearly establishes that 

no material issue of fact remains to be resolved and that he is entitled to judgment as a matter of 

law. Nat’l Fid. Life Ins. Co. v. Karaganis, 811 F.2d 357, 358 (7th Cir. 1987). The court may 

consider only matters presented in the pleadings and must view the facts in the light most 

favorable to the non-moving party. Republic Steel Corp. v. Pa. Eng’g Corp., 785 F.2d 174, 177 

n.2 (7th Cir. 1986). A clearly meritorious affirmative defense may serve as the basis for a motion 

for judgment on the pleadings under Federal Rule of Civil Procedure 12(c), which is a motion for 

dismissal on the merits. Carr v. Tillery, 591 F.3d 909, 919 (7th Cir. 2010).

B. Standard for Evaluating a Motion for Summary Judgment 

A motion for summary judgment must be granted “if the pleadings, depositions, answers 

to interrogatories, and admissions on file, together with the affidavits, if any, show that there is 

no genuine issue as to any material fact and that the moving party is entitled to a judgment as a 

matter of law.” Fed. R. Civ. P. 56(c). “Material facts” are those under the applicable substantive 

law that “might affect the outcome of the suit.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 

248 (1986). A dispute over a “material fact” is “genuine” if “the evidence is such that a 

reasonable jury could return a verdict for the non-moving party.” Id. Rule 56(c) further requires 

the entry of summary judgment after adequate time for discovery against a party “who fails to 

make a showing sufficient to establish the existence of an element essential to that party’s case, 
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and on which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 

317, 322 (1986). 

A party seeking summary judgment bears the initial responsibility of informing a court of 

the basis for its motion and identifying those portions of the pleadings, depositions, answers to 

interrogatories, and admissions on file together with the affidavits, if any, which it believes 

demonstrate the absence of a genuine issue of material fact. Celotex, 477 U.S. at 323. If the 

moving party supports its motion for summary judgment with affidavits or other materials, it 

thereby shifts to the non-moving party the burden of showing that an issue of material fact exists. 

Keri v. Bd. of Tr. of Purdue Univ., 458 F.3d 620, 628 (7th Cir. 2006). 

Rule 56(e) specifies that once a properly supported motion for summary judgment is 

made, “the adverse party’s response, by affidavits or as otherwise provided in this rule, must set 

forth specific facts to establish that there is a genuine issue for trial.” Fed. R. Civ. P. 56(e). To 

successfully oppose the motion, the non-movant must present “definite, competent evidence in 

rebuttal.” Salvadori v. Franklin Sch. Dist., 293 F.3d 989, 996 (7th Cir. 2002). In viewing the 

facts presented on a motion for summary judgment, a court must construe all facts in a light most 

favorable to the non-moving party and draw all legitimate inferences and resolve all doubts in 

favor of that party. Keri, 458 F.3d at 628. A court’s role is not to evaluate the weight of the 

evidence, to judge the credibility of witnesses, or to determine the truth of the matter, but instead 

to determine whether there is a genuine issue of triable fact. Anderson, 477 U.S. at 249–50. 

C. Background 

 In mid-2011, Florencio Cuetara, the President of Classic Foods, visited Plaintiffs’ snack 

food manufacturing facilities and contracted for the delivery of Plaintiffs’ products. (DE 1, 
4 

Compl. at 2.) Following this visit, in August 2011, Defendants, “Classic Foods and/or Cuetara,” 

completed a credit application form with Plaintiffs and subsequently began issuing purchase 

orders for Plaintiffs’ products. (Id.) Over the next three months Plaintiffs fulfilled and shipped 

thirty-four purchase orders issued by Defendants, which Defendants never paid for. (DE 1, 

Compl. at 2–3.) 

 Following Defendants’ failure to pay, Plaintiffs filed a complaint in March 2012 against 

them for breach of contract and unjust enrichment.1

 (DE 1, Compl. at 3.) In August 2012, 

Plaintiffs and Defendants executed a Settlement Agreement and jointly stipulated to the 

dismissal of the case. (Id.) The Settlement Agreement required Defendants to satisfy their almost 

$370,000 obligation over the course of eight payments. (DE 1, Compl. at 6.) Plaintiffs did not 

receive the first payment of $25,000, which was due by September 15, 2012, or the second 

payment of $50,007, which was due by October 1, 2012. (Id.) 

 When Defendants failed to abide by the Settlement Agreement, Plaintiffs filed a new 

Complaint to enforce the Settlement Agreement and reasserted the breach of contract and unjust 

enrichment claims from their previous Complaint. Plaintiffs then moved for partial summary 

judgment requesting a judgment to enforce the Settlement Agreement and award court costs and 

attorneys’ fees. (DE 18, Pl.’s Mot. For Summ. J.) Plaintiffs attached affidavits to their Motion for 

Partial Summary Judgment that outline the payment plan agreed to by the parties, Defendants’ 

failure to make the payments, and the attorneys’ fees incurred enforcing the Settlement 

Agreement. (DE 18-1, Margie Aff. 2; DE 18-2, Pls.’ Attorney Aff. 1, 3–4.) 

 In response, each Defendant took a different path. Classic Foods, in their Answer, argues 

that there are genuine issues of material fact regarding some of the attorneys’ fees sought by 

Plaintiffs. (DE 31, Def.’s Resp. Br. 1–2.) On the other hand, Cuetara Holdings, filed a Motion for 

 

1

 Plaintiffs previous Complaint was captioned 1:12-CV-84 JVB. 
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Judgment on the Pleadings. (DE 33, Def.’s Mot. J. Plead. 1.) Cuetara Holdings asserts that 

Plaintiffs’ pleadings are insufficient and do not state a plausible claim for relief. Both Defendants 

are represented by the same attorney, Eric L. Kirshner. 

 

C. Analysis 

 Plaintiffs allege that they are entitled to partial summary judgment because Defendants, 

both admittedly parties to the Settlement Agreement, have failed to pay. Defendant Cuetara 

Holdings asserts that Plaintiffs have not adequately articulated a cause of action against it. Yet, 

its argument fails in all respects. 

(1) Cuetara Holdings Motion for Judgment on the Pleadings

In its motion for judgment on the pleadings, Cuetara Holdings argues that Plaintiffs have 

not alleged that Cuetara Holdings and Classic Foods are related enough for Cuetara Holdings to 

be responsible for the agreed upon payments in settlement agreement. Cuetara Holdings is 

wrong. 

 Plaintiffs explained the origins of the business relationship between them and 

Defendants, which are undisputed. (DE 1, Compl. 1–3; DE 15, Defs.’ Ans. 2–3.) Plaintiff alleges 

that they dealt with Cuetara Holdings and Classic Foods as one entity, led by Florencio Cuetara, 

throughout their business dealings. Plaintiffs then describe the Settlement Agreement for 

Defendants’ payment of $368,646.56 to Plaintiffs. (DE 1, Compl. 3; DE 15, Defs.’ Ans. 5.) Rule 

8(a)(2) requires no more. In fact, Defendants admit that this Settlement Agreement exists and 

that Classic Foods and Cuetara Holdings are signatories to the agreement, but Cuetara Holdings 
6 

then claims that it does not have sufficient information to either admit or deny whether payment 

was made. (DE 15, Defs.’ Ans. 9.) 

Cuetara Holdings also contends that the Complaint fails to adequately allege that they are 

the parent company of Classic Foods. Cuetara Holdings argues that the Complaint almost 

exclusively refers to Classic Foods, as opposed to both Defendants, by Plaintiffs in sections that 

address the breach of the Settlement Agreement and the associated attorneys’ fees. While that is 

true, in the background section of the Complaint, Plaintiffs allege that Cuetara Holdings is the 

parent company of Classic Foods: (1) Classic Foods is not listed as a corporation on the 

Delaware Secretary of State’s website; (2) Classic Foods is a “doing business as” subsidiary of 

Cuetara Holdings. (DE 1, Compl. 2–3.) Moreover, Plaintiffs allege direct, alter ego, and piercing 

the corporate veil claims against Cuetara Holdings. (Id.) Plaintiffs incorporate these claims by 

reference into Count V and Count VI. (DE 1, Compl. 6–7.) This level of pleading is sufficient. 

Since, dismissing of a complaint is appropriate only if it appears beyond doubt that plaintiffs can 

prove no set of facts in support of their claims which would entitle them to relief, Cuetara’s 

motion for judgment on the pleadings is denied. See Hishon v. King & Spalding, 467 U.S. 69, 73 

(1984); Jefferson v. Ambroz, 90 F.3d 1291, 1296–97 (7th Cir. 1996). 

(2) Plaintiffs’ Motion for Partial Summary Judgment

In their motion for partial summary judgment, Plaintiffs argue that Defendants have 

breached the terms of the Settlement Agreement by failing to make the required payments. 

To prevail on summary judgment for breaching the settlement agreement Plaintiffs must 

show (1) proof of a contract, (2) a breach by Defendants, and (3) damages. See Pisciotta v. Old 

Nat’l Bancorp, 499 F.3d 629, 635 (7th Cir. 2007). Each element is satisfied here. As noted 
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previously, all parties acknowledge the existence of the Settlement Agreement between Plaintiffs 

and Defendants. (DE 44-3, Ex. C.) Defendants’ have failed to pay as agreed. (DE 18-1, Margie 

Aff. 2.) Furthermore, Plaintiffs have incurred damages as a result of Defendants’ failure to pay. 

Plaintiffs also contend that the Settlement Agreement entitles them to reasonable 

attorney’s fees for enforcing the terms of the agreement. Defendants admit that the Settlement 

Agreement contains this clause. (DE 15, Def.’s Ans. 10.) Moreover, Classic Foods does not 

dispute that attorneys’ fees are due to Plaintiffs, only that Plaintiffs have overstated them. (DE 

31, Def.’s Resp. 1–2.) In assessing fee requests, courts recognize that the “fuzziness of the 

criteria . . . ensures that people seeking opportunities to contest the fees will not need to search 

hard.” Kirchoff v. Flynn, 786 F.2d 320, 325 (7th Cir. 1986). Defendants have searched for 

discrepancies in Plaintiffs’ attorneys record-keeping, but have not found anything raising a 

legitimate question of excessiveness. Defendants complain of three charges that are reasonable 

by any measure.2

 Accordingly, partial summary judgment is also granted for Plaintiffs’ recovery 

of attorneys’ fees. 

D. Conclusion 

 The Court grants Plaintiffs’ Motion for Partial Summary Judgment for the enforcement of 

the Settlement Agreement and associated attorneys’ fees. (DE 18) Attorneys’ fees in the amount 

of $3,152.50 shall be paid by Defendants as outlined in Plaintiffs’ Affidavit of Attorneys’ Fees. 

(DE 18-2) 

 

2

 The three disputed charges are: (1) a 1.0 hour charge for finalizing and filing a federal complaint and a telephone 

call regarding the same; (2) a .50 hour charge for reviewing a notice of removal and drafting a memo to another 

attorney regarding the same; and (3) a .10 hour charge to review the Defendants’ notice of removal filed in state 

court. (DE 31, Def.’s Resp. 1–2.) 
8 

 The Court denies Defendant Cuetara Holdings Motion for Judgment on the Pleadings 

(DE 33). 

 SO ORDERED on March 27, 2014. 

 s/ Joseph S. Van Bokkelen 

 JOSEPH S. VAN BOKKELEN 

 UNITED STATES DISTRICT JUDGE