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Johnson-Lancaster and Associates, Inc. v. Great Lakes Stainless, Inc.

United States District Court, W.D. Michigan, Southern Division

September 20, 2017

Johnson-Lancaster and Associates, Inc., Plaintiff,
Great Lakes Stainless, Inc., Defendant.


          Paul L. Maloney United States District Judge

         Plaintiff Johnson-Lancaster and Associates was a sub-contractor for a dining hall construction project at the University of Colorado at Boulder. Johnson-Lancaster contracted with Defendant Great Lakes Stainless for custom fabrication services and equipment. The relationship between Johnson-Lancaster and Great Lakes ultimately broke down and Johnson-Lancaster asked Great Lakes to refund the deposit money it had sent. Great Lakes declined to do so. Johnson-Lancaster then filed this lawsuit, which includes a claim for statutory conversion and a claim for common law conversion. Because there are questions of fact as to whether Great Lakes' decision to keep the money was wrongful, the Court will deny Johnson-Lancaster's motion for partial summary judgment.


         This lawsuit and the motion now pending require the Court to consider the terms of the agreement between the parties. Attached to the complaint are six exhibits. Johnson-Lancaster (JLA) filed this as a motion for judgment on the pleadings. (ECF No. 18.) JLA attached five of the six exhibits to the motion. To its response (ECF No. 20), Great Lakes Stainless (GLS), attached seven different exhibits, including an affidavit and multiple email chains. The Court concluded that the exhibits presented matters outside the pleadings and issued a notice to the parties that the motion would be converted to one for summary judgment.[1] (ECF No. 24.) The parties were given a deadline for filing any additional material pertinent to the motion. GLS filed another response, and included additional exhibits. (ECF No. 25.) JLA then filed another reply. (ECF No. 27.)


         Summary judgment is appropriate only if the pleadings, depositions, answers to interrogatories and admissions, together with the affidavits, show there is no genuine issue of material fact and that the moving party is entitled to a judgment as a matter of law. Fed.R.Civ.P. 56(a) and (c); Payne v. Novartis Pharms. Corp., 767 F.3d 526, 530 (6th Cir. 2014). The burden is on the moving party to show that no genuine issue of material fact exists, but that burden may be discharged by pointing out the absence of evidence to support the nonmoving party's case. Fed.R.Civ.P. 56(c)(1); Holis v. Chestnut Bend Homeowners Ass'n, 760 F.3d 531, 543 (6th Cir. 2014). The facts, and the inferences drawn from them, must be viewed in the light most favorable to the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (quoting Matsushita Elec. Indust. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)). Once the moving party has carried its burden, the nonmoving party must set forth specific facts in the record showing there is a genuine issue for trial. Matsushita, 475 U.S. at 574; Jakubowski v. Christ Hosp., Inc., 627 F.3d 195, 200 (6th Cir. 2010) (After the moving party has met its burden, the burden shifts to the nonmoving party, who must present some specific facts showing that there is a genuine issue for trial.) (quoting Anderson, 477 U.S. at 248). In resolving a motion for summary judgment, the court does not weigh the evidence and determine the truth of the matter; the court determines only if there exists a genuine issue for trial. Tolan v. Cotton, 134 S.Ct. 1861, 1866 (2014) (quoting Anderson, 477 U.S. at 249). The question is Awhether the evidence presents a sufficient disagreement to require submission to the jury or whether it is so one-sided that one party must prevail as a matter of law “Anderson, 477 U.S. at 251-252.


         The evidence in the record establishes that the following facts are not in dispute.Generally, these undisputed facts are memorialized in email exchanges between the parties.On October 26, 2015, GLS sent JLA an email with an “updated quote” (ECF No. 1-1 PageID.10) for equipment for the dining hall construction project. (ECF No. 1 Compl. ¶¶ 5-7 PageID.2; ECF No. 7 Ans. ¶ 7 PageID.47.) The sixteen-page attachment to the email included a description of each item and a price for each item. (ECF No. 1-1 PageID.12- 25.) GLS included an introductory paragraph before the list of items, which provided, in part, these statements:

Engineering will not begin drawings until a purchase order is received by Great Lakes Stainless, Inc. A 10% engineering fee will be charged for items that are cancelled after shop drawings are complete. A request for a corrected quote must be made if Customer finds any items are missing, or the quantities are incorrect on the quote. Any obvious errors or omissions in the quotation are subject to change. Prices are valid from 90 days from the above quotation date. 20% Deposit Required Upon Completion Of Shop Drawing.

(ECF No. 1-1 PageID.11.) After the list of items, GLS included a page titled “Terms and Conditions.” (Id. PageID.26.) The total for the quote was $1, 312, 271.51. (Id. PageID.25.)

         On December 2, 2015, GLS sent JLA an email with “revised pricing” that was hopefully “closer to the number you were looking for[.]” (ECF No. 1-2 PageID.28.) The attachment was a two-page, single-spaced list of items and prices totaling $954, 498. (Id. PageID.29-30.) This attachment did not include the introductory paragraph or the page of terms and conditions. JLA responded the next day, December 3, 2015, stating that it would “get you a LOI based $954, 498 price and follow-up with a purchase order.” (ECF No. 1-3 PageID.32-33.) On December 22, 2015, JLA sent GLS the following email:

This email will be our Letter of Intent to purchase the CU project from you in the agreed upon amount of $954, 498.00. Please start the show drawings ASAP. I will review a previous email from Megan and start sending over the information that she needs.

(ECF No. 20-2 PageID.141.)

         Between January and March 2016, GLS sent six additional quotes to JLA. (ECF No.21 DeBruyn Affidavit ¶ 4 PageID.166.) Each of the six additional quotes was sent either in response to changes made by JLA to the list of items in the revised pricing list or in response to inquiries about the change in price if a modification were made to the list of items. (ECF No. 21 PageID.170-88.) The six additional quotes contained ...

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