Health Law Daily Wrap Up, GENERAL HEALTH CARE NEWS—Miss. Sup. Ct.: Pet food manufacturer’s claims for breach of implied warranty, breach of contract remanded to trial court, (Sep 9, 2025)

By Susan L. Smith, JD, MA

The Mississippi Supreme Court reversed and remanded the trial court’s grant of summary judgment after finding that the Mississippi Products Liability Act did not bar the manufacturer’s claims and that each claim involved genuine issues of material fact.

In a case brought by a pet food manufacturer against a company that allegedly supplied the wrong concentration of vitamins to be incorporated into pet food, the Mississippi Supreme Court reversed a trial court’s grant of summary judgment to the vitamin supplier. The pet food manufacturer, Sunshine Mills, filed a complaint presenting claims for breach of contract, breach of implied warranty, a claim grounded in the Mississippi Products Liability Act (MPLA), and common-law negligence for sending the wrong Vitamin D3. The vitamin supplier, Nutra-Blend, moved for summary judgment asserting that each of Sunshine Mills' claims were incorporated into the MPLA and failed on other grounds. In response to Nutra-Blend's motion for summary judgment at trial court, Sunshine Mills abandoned its product liability and common-law negligence claims, retaining only its contract claims. Upon Sunshine Mills’ appeal of the trial court’s decision, the supreme court found that Sunshine Mills’ claims of breach of implied warranty and breach of contract did not allege damage stemming from a defective product; rather, they sounded in breach of contract. The court concluded that the MPLA did not govern the breach of contract and implied warranty claims and, thus, Sunshine Mills’ breach of contract and implied warranty claims were not barred. Further, each claim involved genuine issues of material fact precluding summary judgment. Thus, the court reversed and remanded the case to the trial court (Sunshine Mills, Inc. v. Nutra-Blend LLC, No. 2023-CA-01208-SCT (Miss. Sup. Ct. Sept. 4, 2025)).

Background. Sunshine Mills had been purchasing the Vitamin D3 product without issues for fourteen years. It generally ordered Vitamin D3 7500 from Nutra-Blend by phone or online. However, when it sent an email order for “Vitamin D-3,” Nutra-Blend sent Vitamin D3 500, which is vastly more concentrated than D3 7500. Nutra-Blend characterized Vitamin D3 7500 and 500 as drastically different in appearance and price. Sunshine Mills thought that Nutra-Blend had only one Vitamin D3 product and did not notice the title discrepancy on the bill of lading. It accepted the delivery, approved and paid the invoice, and placed three more orders for the wrong concentration of Vitamin D3. Sunshine Mills mixed the Vitamin D3 500 it accepted in dog food. As a result, several dogs developed Vitamin D toxicity, became sick, and in some cases, died.

Claims not subsumed by MPLA. Nutra-Blend argued that, based on its plain language, the MPLA subsumes all claims for damages caused by a product asserted against the seller, manufacturer, or distributor of that product. The state high court stated that Nutra-Blend’s focus on the first sentence of the statute to the exclusion of the remainder gave far too broad an effect to it. Specifically, Nutra-Blend’s interpretation that "damages caused by a product" encompassed all harm traceable to a product, regardless of legal theory, was at odds with the structure of the MPLA, which delineates specific types of product defects (design, manufacturing, failure to warn, and breach of express warranty) and requires that the plaintiff prove the product was both defective and unreasonably dangerous. The court determined that Nutra-Blend’s interpretation that the MPLA subsumes all claims for damages caused by a product was unreasonable.

Breach of contract. The court found that the MPLA governs claims for damages caused by defective products. Further, Nutra-Blend did not cite any authority for its proposition that breach of contract claims are subsumed by the MPLA. The court noted that Sunshine Mills only alleged that the product was unsuitable for the use contemplated and was supplied without adequate communication. The court concluded that this was not a tort; it was a breach of contractual obligation. It explained that in a contract for the sale and purchase of goods, any damages for breach of the contract are caused by the breach itself rather than the products being bought and sold. The breach is caused by the action of the breaching party rather than a product. Thus, the court held that Sunshine Mills’ claim sounding in breach of contract was not subsumed by the MPLA.

Breach of implied warranty. Sunshine Mills argued that its claim for breach of implied warranty fell within the excluded category because its damages were commercial in nature. The court stated that the phrase "commercial damage to the product itself" is rooted in what is known as the economic loss doctrine; however, the Mississippi Supreme Court has never addressed it. Sunshine Mills sought damages for its recall expenses, product refunds, freight expenses, product testing expenses, and product destruction expenses, etc., related to the dog food's monetary value, which it asserted were not damages caused by a product under the MPLA. Thus, the court determined that, in addition to not resting on proof that the product was defective, Sunshine Mills' claim for breach of implied warranty was not precluded because it sought damages outside the MPLA’s scope.

Sunshine Mills established essential elements of claims. The supreme court held that Sunshine Mills sufficiently established its claims and that genuine issues of material fact precluded summary judgment.

Breach of contract. Sunshine Mills contended that Nutra-Blend breached the parties’ contract created by their course of dealing. The court explained that a valid contract requires: (1) two or more contracting parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties with legal capacity to make a contract, (5) mutual assent, and (6) no legal prohibition precluding contract formation. Sunshine Mills asserted in its complaint that for almost a decade it ordered Vitamin D3 7500 based on Nutra-Blend’s recommendation, which obligated Nutra-Blend to continue supplying Vitamin D3 7500. Sunshine Mills alleged that Nutra-Blend breached their agreement by deviating from their prior conduct by shipping Vitamin D3 500 instead of Vitamin D3 7500.

Nutra-Blend reasoned that its obligation to Sunshine Mills was incurred when the 2017 emails stated that it would be shipping Vitamin D3 500. Nutra-Blend also pointed out that the term Vitamin D3 500 was included on invoices, emails, bills of lading, and labels. Moreover, Sunshine Mills accepted the shipments and paid invoices. The court concluded that if and when a contract was created based on the parties’ course of dealing was for the fact finder’s resolution. The court concluded that Nutra-Blend failed to prove a lack of factual issues. Thus, the trial court erred by granting summary judgment on Sunshine Mills’ breach of contract claim.

Breach of implied warranty of fitness. Nutra-Blend asserted that Sunshine Mills failed to establish each element of its claim for breach of implied warranty of fitness. Specifically, Nutra-Blend claimed Sunshine Mills failed to show that: (1) Vitamin D3 7500 was for a special purpose, (2) it relied on Nutra-Blend's judgment to provide a suitable product, and (3) Vitamin D3 500 was unfit for the particular purpose. The court disagreed with Nutra-Blend on each element and held that Sunshine Mills sufficiently established the claim to survive a motion for summary judgment.

For a claim of implied warranty of fitness, the claimant must establish the following: (1) the seller at the time of the contracting had reason to know the particular purpose for which goods were required, (2) the reliance by the plaintiff as buyer upon the skill or judgment of the seller to select suitable goods, and (3) the goods were unfit for the particular purpose.

Nutra-Blend claimed that Vitamin D3 was not used for a particular purpose; rather, it asserted that Vitamin D3 products are standard in the pet food industry. Sunshine Mills argued it did not require a standard formulation, but rather a Vitamin D3 premix of a particular concentration that could feasibly be mixed in multiple batches of a specific dog food, as evidenced by its emails seeking Nutra-Blend's recommendation. Sunshine Mills introduced evidence that its sales representative emailed Nutra-Blend's former Director of Nutrition and Quality Control requesting a recommendation for a particular dog food that required a specific amount of Vitamin D3. The court noted that the emails served to indicate that Nutra-Blend had reason to know of Sunshine Mills' specific needs. Nutra-Blend also alleged that Sunshine Mills did not use the recommended calculation; however, Sunshine Mills responded that it did use and rely upon Nutra-Blend’s specific formulation for its dog food. However, Vitamin D3 500 was clearly unfit for Sunshine Mills’ particular purpose and was dangerously concentrated for Sunshine Mills’ stated formulation. Thus, the court concluded that Sunshine Mills submitted sufficient evidence on each element of its breach of implied warranty claim.

Consequential damages. Nutra-Blend insisted that Sunshine Mills could not recover consequential damages because a simple inspection of the Vitamin D3 would have indicated it was obviously the wrong product and prevented the damages. Sunshine Mills, on the other hand, pointed out that it knew of only one Vitamin D3 product sold by Nutra-Blend, which Nutra-Blend had correctly sent many times in years prior. The court concluded that Nutra-Blend's argument was self-defeating, stating that whether Sunshine Mills failed to inspect the product and, if it did, whether that failure was the proximate cause of the damage were factual determinations for the jury. The court concluded that the parties presented conflicting testimony as to whether the product was inspected, and both parties introduced competent evidence for and against the reasonableness of Sunshine Mills' use of the product.

The case is No. 2023-CA-01208-SCT.

Judge: Coleman, J.

Attorneys: Samuel David Knight (Badham & Buck, LLC) for Sunshine Mills, Inc. Fred Exzell Bourn, III (Butler Snow LLP) for Nutra-Blend, LLC.

Companies: Sunshine Mills, Inc.; Nutra-Blend, LLC

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