PRICE PARKINSON & KERR, PLLC

David R. Parkinson (8258)

Ronald F. Price (5535)
Christopher B. Sullivan (11053)
5742 West Harold Gatty Drive
Salt Lake City, UT 84116
Telephone: (801) 530-2900
Facsimile: (801) 530-2959

Attorneys for Plaintiff

IN THE FOURTH JUDICIAL DISTRICT COURT

STATE OF UTAH, COUNTY OF UTAH

)
iDrive Logistics, LLC ) MOTION FOR PARTIAL
) SUMMARY JUDGMENT ON
Plaintiff,
) INTEGRACORE’S FIRST
vs. ) COUNTERCLAIM (BREACH OF
) CONTRACT) AND SECOND
IntegraCore, LLC ) COUNTERCLAIM (BREACH OF
) COVENANT OF GOOD FAITH AND
Defendant. ) FAIR DEALING)
)
) Civil No. 130400386
)
Judge: Fred D. Howard

Plaintiff iDrive Logistics, LLC (“iDrive”) respectfully submits the following Motion for

Partial Summary Judgment on IntegraCore’s First Counterclaim (Breach of Contract) and

Second Counterclaim (Breach of Covenant of Good Faith and Fair Dealing).

Plaintiff iDrive Logistics, LLC (“iDrive”) is a company that assists clients reduce

transportation expenses with small parcel carriers, i.e. Federal Express (“FedEx”), the United

Parcel Service, Inc. (“UPS”), and the United States Postal Service (“USPS”). Defendant

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IntegraCore, LLC (“IntegraCore”) is a company that provides warehousing and fulfillment

services for its customers.

On January 13, 2011, iDrive and IntegraCore entered into a contract captioned “Pricing

Optimization and Audit Service Agreement” (the “2011 Agreement.”). In this action,

IntegraCore has asserted a counterclaim for breach of the 2011 Agreement and for breach of the

covenant of good faith and fair dealing arising from the 2011 Agreement. IntegraCore’s claims

fail as a matter of law for at least the following reasons: 1) the express terms of the Agreement

foreclose IntegraCore from asserting any damage claim against iDrive; 2) IntegraCore breached

the 2011 Agreement in October 2011, relieving iDrive of further performance under the 2011

Agreement; 3) by October 2011, iDrive had either performed, or was in the process of

performing under the 2011 Agreement; and 4) IntegraCore has waived any breach of the 2011

Agreement by continuing to accept iDrive’s performance under the 2011 Agreement until

August, 2013.

For these reasons, set forth more fully in the accompanying Memorandum in Support of

Motion for Partial Summary Judgment on IntegraCore’s First Counterclaim (Breach of Contract)

and Second Counterclaim (Breach of Covenant of Good Faith and Fair Dealing), the Court

should dismiss IntegraCore’s first and second counterclaims.

DATED this 6th day of March, 2015.

/s/ David R. Parkinson

David R. Parkinson
Price Parkinson & Kerr, PLLC
Attorney for Plaintiffs

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 CERTIFICATE OF SERVICE

I hereby certify that on this 6th day of March, 2014, a true and correct copy of the foregoing
MOTION FOR PARTIAL SUMMARY JUDGMENT ON INTEGRACORE’S FIRST
COUNTERCLAIM (BREACH OF CONTRACT) AND SECOND COUNTERCLAIM
(BREACH OF COVENANT OF GOOD FAITH AND FAIR DEALING) was served
electronically via the Court’s electronic filing portal to the following:
Jeffery S. Williams
NELSON CHRISTENSEN
HOLLINGWORTH & WILLIAMS
68 S. Main St., #600
Salt Lake City, UT 84101
Email: jeffw@nchwlaw.com

Bryan L. Quick
QUICK LAW, PC
9160 S. 300 W. Ste. 110
Sandy, UT 84097
Email: bryan@quicklawpc.com

Edwin C. Barnes
Aaron D. Lebenta
CLYDE SNOW & SESSIONS
201 South Main Street, 13th Floor
Salt Lake City, UT 84111
Email: ecb@clydesnow.com
adl@clydesnow.com

DATED this 6th day of March, 2015.

/s/ David R. Parkinson

David R. Parkinson

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