United States District Court, E.D. Michigan, Southern Division
C.H. RACHES, INC., Plaintiff,
GENERAL ALUMINUM MFG. COMPANY, Defendant.
OPINION AND ORDER DENYING PLAINTIFF'S MOTION FOR
SUMMARY JUDGMENT  AND GRANTING DEFENDANT'S MOTION FOR
SUMMARY JUDGMENT 
STEPHEN J. MURPHY, III United States District Judge.
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.
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
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
GAMCO's Interpretation ECF 24, PgID
Raches's Interpretation ECF 29, PgID
1. A customer must issue purchase orders to General
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
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
3. The long-term arrangement is accepted by GAMCO
prior to the effective termination date
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.
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") 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.
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.
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).
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).
Raches's Motion ...