Ultimate Nutrition, Inc. v. Leprino Foods Co.

── Ultimate Nutrition, Inc. v. Leprino Foods Co. ── Case No.: 25-1284 Court: Court of Appeals for the Second Circuit Date: April 06, 2026 Category: General 25-1284-cv Ultimate Nutrition, Inc. v. Leprino Foods Co. UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL. At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 6th day of April, two thousand twenty-six. Present: DEBRA ANN LIVINGSTON, Chief Judge, BARRINGTON D. PARKER, MYRNA PÉREZ, Circuit Judges. _____________________________________ ULTIMATE NUTRITION, INC., Plaintiff-Appellant, v. 25-1284-cv LEPRINO FOODS COMPANY, Defendant-Appellee. _____________________________________ For Plaintiff-Appellant: IRVE J. GOLDMAN (Monte E. Frank, on the brief), Pullman & Comley LLC, Bridgeport, Connecticut. For Defendant-Appellee: WILLIAM C. BRITTAN (Margaret R. Pflueger, on the brief), Campbell Killin Brittan & Ray, LLC, Denver, Colorado; Kim E. Rinehart, on the brief, Wiggin and Dana LLP, New Haven, Connecticut. 1  Appeal from a judgment of the United States District Court for the District of Connecticut (Hall, J.). UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment of the district court is AFFIRMED. Plaintiff-Appellant Ultimate Nutrition, Inc. (“UNI”) appeals from the April 16, 2025 judgment of the United States District Court for the District of Connecticut (Hall, J.), granting summary judgment in favor of Leprino Foods Company (“Leprino”) on all counts. On appeal, UNI argues that the district court erred in holding that (1) the alleged implied- in-fact supply agreement is unenforceable under Conn. Gen. Stat. § 42a-2-201(1), (2) the reasonable notice requirement of Conn. Gen. Stat. § 42a-2-309(3) does not apply absent an underlying enforceable contract, (3) Leprino’s denial of UNI’s requests to roll over its product orders into subsequent quarters did not constitute a breach of the parties’ express contracts, and (4) Leprino was entitled to summary judgment on UNI’s remaining claims. We assume the parties’ familiarity with the underlying facts, the procedural history of the case, and the issues on appeal, which we discuss here only as necessary to explain our decision to AFFIRM. * * * We review a district court’s grant of summary judgment de novo. Rubens v. Mason, 527 F.3d 252, 254 (2d Cir. 2008). I. Whether the UCC statute of frauds renders the alleged implied-in-fact supply agreement unenforceable. UNI does not challenge the district court’s conclusion that the alleged implied-in-fact supply agreement fails to satisfy the requirements of Conn. Gen. Stat. § 42a-2-201(1). It argues 2 instead that the alleged supply agreement is not subject to § 42a-2-201(1) and that Leprino is equita