ATD-Am. Co. v. Krueger Int'l, Inc., CIVIL ACTION NO. 12-00032
Decision Date | 08 October 2013 |
Docket Number | CIVIL ACTION NO. 12-00032 |
Parties | ATD-AMERICAN CO., Plaintiff, v. KRUEGER INTERNATIONAL, INC. Defendant. |
Court | U.S. District Court — Eastern District of Pennsylvania |
Currently pending before the Court are the Cross-Motions for Summary Judgment by Plaintiff ATD-American Co. ("ATD") and by Defendant Krueger International, Inc. ("KI"). For the following reasons, both Motions are denied.
Plaintiff ATD is a retail seller of commercial furniture and institutional supplies, with its headquarters and principal place of business in Wyncote, Pennsylvania. (Pl.'s Mot. Summ. J., Ex. M, Amended & Consolidated Complaint ("Am. Compl.") ¶¶ 1, 7.) ATD purchases productsfrom suppliers such as KI and sells them to institutional customers and businesses, including schools, religious institutions, government agencies and businesses. (Id. ¶ 7; Pl.'s Mot. Summ. J., Ex. ZZ, Dep. of William McDonough ("McDonough Dep."), 65:24-67:15, Nov. 27, 2012.)
Defendant KI is a commercial furniture manufacturer with its headquarters and principal place of business in Green Bay, Wisconsin. (Am. Compl. ¶¶ 2, 8; Pl.'s Mot. Summ. J., Ex. QQ, Def.'s Answer to Amended & Consolidated Complaint ("Answer") ¶¶ 2, 8.) KI sells furniture to ATD, who, in turn, sells the furniture to "end-user" consumers. ATD has purchased and sold products from KI for many years. (Am. Compl. ¶ 9; Answer ¶ 9.)
Olympic Industries, Inc. ("Olympic") is a subsidiary of KI. Prior to January 31, 2008, Olympic owned all of the outstanding capital stock and assets of the Adirondack Chair Co., Inc. ("Adirondack"). (APA at 1, Recitals ¶ (b).) Olympic's only known function was to serve as an intermediary between KI and Adirondack. (Charles Dep. 13:22-14:3.) Although the stock of Adirondack was held by Olympic because KI "preferred not to have it known in the general public that [KI] owned [Adirondack]," (Pl.'s Mot. Summ. J., Ex. C, Dep. of Mark Olsen ("Olsen Dep."), 11:4-15, July 18, 2012), Adirondack was an "indirect subsidiary" of KI. (Am. Compl. ¶ 14; Answer ¶ 14.)
Prior to January 31, 2008, Adirondack contained two divisions: the catalog division andthe rental division.2 (Pl.'s Mot. Summ. J., Ex. G.) During that time period, the catalog division was, like ATD, a retail seller of commercial furniture and institutional supplies. (Pl.'s Mot. Summ. J., Ex. G.) According to the Adirondack Strategic Summary, the business of the catalog division was "sales of new furniture." (Id.) The rental division, on the other hand, focused on the rental of furniture and sales of used rental stock. (Id.)
ATD and KI entered into an Asset Purchase Agreement ("APA" or "Agreement") on January 31, 2008. (APA at 1.) Via this Agreement, ATD bought certain assets used in Adirondack's "catalog division" from KI and Olympic Industries. (Id.) Specific assets were expressly excluded from the sale including the corporate stock, cash, and cash equivalents on hand, the trade name "Adirondack Rents," tax returns of Adirondack, assets unrelated to "the Business," of the catalog division of Adirondack, and any assets owned or held by Olympic or KI. (Id. at 3 ¶ A.8.) The genesis of this Agreement was set forth in a Letter of Intent ("Letter") signed by both parties and dated December 21, 2007, which stated as follows:
[t]his non-binding letter of intent is to confirm the interest of Adirondack Chair Co., Inc. ("ADCO") in selling certain of its assets utilized in ADCO's catalog division to ATD-AMERICAN Co. ("ATD").
(Pl.'s Mot. Summ. J., Ex. B.) The Letter goes on to define "certain assets" of Adirondack as"substantially all of the assets utilized by ADCO in its catalog business operations." (Id.) This Letter constituted the final version of multiple prior draft letters, and no further letters of intent or other writings concerning the intent of the parties were exchanged by ATD and KI between December 21, 2007 and the closing of the APA on January 31, 2008. (Pl.'s Mot. Summ. J., Ex. H; Olsen Dep. 34:2-3.)
Several witnesses testified as to the intent behind the Asset Purchase Agreement. Robert Charles, Esq., the attorney who negotiated the APA on behalf of KI and signed on behalf of Olympic Industries, stated:
(Charles Dep. 89:13-91:19.) Mr. Charles, however, clarified that it was not a "catalog company" that was sold, but rather the assets of the "catalog company" with no company stock equity. (Id. at 42:18-43:13.) He explained that ATD did not buy the entire catalog and furniture business, but rather only the assets that were "used or useful in the business." (Id. at 61:8-11.) It was not contemplated that the entire catalog and furniture business would get transferred to ATD. (Id. at 74:12-21.) Further, Mark Olsen, the Chief Financial Officer of KI at the time of the sale and the representative who signed the APA on behalf of KI testified that it was his understanding that the assets that were sold were the assets of the catalog division and that the catalog division was a business that was engaged in the direct marketing and sales through catalogs and the Internet of furniture and office and other institutional supplies. (Olsen Dep. 36:24-37:8.) Finally, Randolph Mittasch, the Treasurer of the Adirondack Chair Co., Inc., who signed the APA on behalf of Adirondack, testified that the assets that were sold were the assets of the catalog division. (Pl.'s Mot. Summ. J., Ex. F., Dep. of Ralph Mittasch ("Mittasch Dep."), 134:14-19, Sept. 24, 2012.) Mr. Mittasch admitted to emailing an employee of KI that "[a]s you are aware KI will be sellingthe Catalog Division probably January 31 (or the latest February 28)." (Pl.'s Mot. Summ. J., Ex. I.) Mittasch, however, clarified that there were some assets of the catalog division that were maintained by Adirondack. (Mittasch Dep. 133:23-134:12.)
As a holding of KI, Adirondack's purported catalog division was involved in the business of "sales of new furniture." As described by Joseph Torre, Adirondack's Director of Operations at the time of the asset purchase:
(Pl.'s Mot. Summ. J., Ex. K, Dep. of Joseph Torre ("Torre Dep.") 54:2-55:4, June 28, 2012.) In2007, the catalog division sold products throughout the United States, as well as in Canada and Mexico. (Pl.'s Mot. Summ. J., Ex. L; see also Mittasch Dep. 163:13-164:18 ( ).) Just four months prior to selling the assets, Adirondack indicated that the catalog division sold furniture ...
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