C.H. Raches, Inc. v. General Aluminum MFG. Co.

          OPINION AND ORDER DENYING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT [29] AND GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT [24]

          STEPHEN J. MURPHY, III United States District Judge.

         In March 2016, Plaintiff C.H. Raches, Inc. ("Raches") filed a complaint alleging that Defendant General Aluminum Mfg. Company ("GAMCO") breached the parties' Representation Agreement ("Representation Agreement") and violated the Michigan Sales Representatives Commission Act ("MSRC"), Mich. Comp. Laws § 600.2961. ECF 1. GAMCO answered the complaint, and filed a counterclaim alleging that Raches breached the Representation Agreement. ECF 6.

         On December 16, 2016, the Court entered a stipulated order regarding a partial settlement agreement and release. ECF 15. Relevantly, the parties agreed that Raches's only remaining claims arose "out of the sale and production of the Chrysler DT 4x4 and 4x2 Front Lower Control Arm" ("Chrysler DT") and that GAMCO's counterclaim for breach of contract remained. ECF 15, PgID 105. On March 17, 2017, GAMCO filed its motion for summary judgment. ECF 24. Raches filed its own motion for summary judgment on May 25, 2017. ECF 29. In their cross-motions for summary judgment, the parties address only Raches's remaining claim about commissions. ECF 24, 29. As such, the Court construes their motions as motions for partial summary judgment. The Court reviewed the briefs and finds that a hearing is unnecessary. E.D. Mich. LR 5.1(f). For the reasons set forth below, the Court will deny Raches's motion for summary judgment and grant GAMCO's motion for summary judgment.

         BACKGROUND

         GAMCO produces aluminum castings for automotive and non-automotive industries. On October 2, 2008, GAMCO and Raches executed a Representation Agreement. Raches agreed to serve as GAMCO's external sales representative and to solicit orders for automotive castings from particular customers listed in the Representation Agreement-including ZF Lemforder. ECF 24, PgID 211. Provision 5(c) of the Representation Agreement requires that, after no-cause termination, GAMCO pay commissions due to Raches "on all newly-created or existing Customer purchase orders arising out of any long-term arrangements accepted prior to the effective date of termination[.]" ECF 24, PgID 206. The parties explain the relevant requirements of 5(c) in the following ways:

GAMCO's Interpretation ECF 24, PgID 197	Raches's Interpretation ECF 29, PgID 367
1. A customer must issue purchase orders to General Aluminum	1. Termination of the Agreement occurs without cause;
2. The purchase orders must arise out of a long-term arrangement between the customer and General Aluminum; and	2. The newly created purchase orders arise out of [a] long-term arrangement; and
3. The long-term arrangement must have been accepted by General Aluminum before the termination of the Representation Agreement	3. The long-term arrangement is accepted by GAMCO prior to the effective termination date

         The parties agree that GAMCO owes Raches commissions under the following conditions: (1) a newly-created or existing customer purchase order arises from a long-term arrangement and (2) the long-term arrangement was accepted prior to the effective date of termination.

         In May 2015, pursuant to the Representation Agreement, GAMCO sent Raches a written notice of termination. The termination became effective 180 days later on November 4, 2015. In July 2015, before the effective termination date, GAMCO and ZF Chassis Components ("ZF") entered into a supply agreement ("Supply Agreement")^[1] for a component called "Chrysler DS." ECF 28, PgID 343; ECF 27-5 (under seal). Raches contends that the Supply Agreement contained language indicating that GAMCO accepted a long-term arrangement with ZF in regards to Chrysler DT. That alleged long-term arrangement forms the basis of Raches's claim for post-termination commissions.

         The parties dispute, therefore, whether GAMCO accepted a long-term arrangement with ZF prior to November 4, 2015; and, if so, whether any purchase orders arose from that long-term arrangement. The Court will address the parties' motions through that lens.

         STANDARD OF REVIEW

         Summary judgment is warranted "if the movant shows there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). A fact is "material" for purposes of summary judgment if proof of that fact would establish or refute an essential element of the cause of action or defense. Kendall v. Hoover Co., 751 F.2d 171, 174 (6th Cir. 1984). A dispute over material facts is "genuine" "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). To show that a fact is, or is not, genuinely disputed, both parties are required to either "cite[] to particular parts of materials in the record" or "show[] that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact." Fed.R.Civ.P. 56(c)(1).

         In considering cross-motions for summary judgment, a court "must evaluate each motion on its own merits and view all facts and inferences in the light most favorable to the nonmoving party." Westfield Ins. Co. v. Tech Dry, Inc., 336 F.3d 503, 506 (6th Cir. 2003). When evaluating cross-motions for summary judgment, courts are not necessarily required to find that one party wins and the other party loses. See Park v. LaFace Records, 329 F.3d 437, 444-45 (6th Cir. 2003).

         DISCUSSION

         II. Raches's Motion ...