Contract breach; Conditions precedent to the obligation to pay; Digital Media Corporation (DMC); Saba International, Inc. (SII)

Holding that plaintiffs did not establish a genuine issue of material fact as to whether the conditions precedent to defendant-DMC’s obligation to pay commission fees were satisfied, the court affirmed summary disposition for defendants. DMC is owned by defendant-Gharbieh. Plaintiff-SII is owned by plaintiff-Alsadah. The two companies entered into a contract “to facilitate negotiations to transmit a Yemeni TV channel to audiences in the United States.” The contract required DMC to pay SII a monthly $2000 commission fee. It “specifically stated that DMC was required to pay the commission fee ‘as long as the Yemeni TV channel contract is not violated and completely enforced and payments by the Yemeni television channel are received accordingly.’” Under the contract’s terms, “DMC did not have to pay SII before Yemeni TV sent its quarterly payments to” a nonparty broadcasting company (GlobeCast), “and then GlobeCast sent payments to DMC. If these conditions precedent were not satisfied, then SII did not have the right to receive payment from DMC, and it has no cause of action for a failure to perform the contract.” The parties disputed “whether the conditions precedent to DMC’s obligation to pay were satisfied.” Defendants asserted “that Yemeni TV stopped providing services and payment to GlobeCast in 2014 because of the civil war in Yemen that disrupted the government.” The record showed “the most recent amendment to the agreement between GlobeCast and Global Connections, which was acting on behalf of Yemeni TV, was set to last until” 3/31/15. Defendants claimed “DMC last received money from GlobeCast in 2014 and supported this claim with Gharbieh’s deposition testimony to that effect.” Thus, defendants met “their initial burden of supporting their position with deposition testimony and documentary evidence.” The burden then shifted to plaintiffs to establish a genuine issue of material fact existed for trial. Their “only support for their position was Alsadah’s belief that GlobeCast still was under contract with Yemeni TV. However, [he] admitted that he had no personal knowledge that Yemeni TV still was under contract with GlobeCast, much less whether payments still had been received by GlobeCast after the civil war in 2014.” His speculation was not sufficient to establish a genuine issue of material fact.