Enercon v. Flextronics Int'l USA
| Decision Date | 30 November 2020 |
| Docket Number | Docket no. 2:18-cv-00258-GZS |
| Parties | ENERCON, Plaintiff, v. FLEXTRONICS INTERNATIONAL USA, INC., Defendant. |
| Court | U.S. District Court — District of Maine |
Before the Court are the Motion for Summary Judgment by Defendant Flextronics International USA, Inc. ("Flex") (ECF No. 47) and the Amended Motion for Summary Judgment by Plaintiff Enercon (ECF No. 49). As explained herein, the Court GRANTS IN PART and DENIES IN PART both Motions.
Generally, a party is entitled to summary judgment if, on the record before the Court, it appears "that 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 genuine dispute is 'one that must be decided at trial because the evidence, viewed in the light most flattering to the nonmovant, would permit a rational factfinder to resolve the issue in favor of either party.'" Flaherty v. Entergy Nuclear Operations, Inc., 946 F.3d 41, 53 (1st Cir. 2019) (quoting Medina-Muñoz v. R.J. Reynolds Tobacco Co., 896 F.2d 5, 8 (1st Cir. 1990)). "A fact is 'material' if 'its existence or nonexistence has the potential to change the outcome of the suit.'" Tropigas de P.R., Inc. v. Certain Underwriters at Lloyd's of London, 637 F.3d 53, 56 (1st Cir. 2011) (quoting Borges ex rel. S.M.B.W. v. Serrano-Isern, 605 F.3d 1, 5 (1st Cir. 2010)). The party moving for summary judgment must demonstrate an absence of evidence to support the nonmoving party's case. Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986).
Once the moving party has made this preliminary showing, the nonmoving party must "produce specific facts, in suitable evidentiary form, to establish the presence of a trialworthy issue." Triangle Trading Co. v. Robroy Indus., Inc., 200 F.3d 1, 2 (1st Cir. 1999) (); see also Fed. R. Civ. P. 56(e). "Mere allegations, or conjecture unsupported in the record, are insufficient." Barros-Villahermosa v. United States, 642 F.3d 56, 58 (1st Cir. 2011) (quoting Rivera-Marcano v. Normeat Royal Dane Quality A/S, 998 F.2d 34, 37 (1st Cir. 1993)); see also Wilson v. Moulison N. Corp., 639 F.3d 1, 6 (1st Cir. 2011) (). "As to any essential factual element of its claim on which the nonmovant would bear the burden of proof at trial, its failure to come forward with sufficient evidence to generate a trialworthy issue warrants summary judgment for the moving party." In re Ralar Distribs., Inc., 4 F.3d 62, 67 (1st Cir. 1993). "However, summary judgment is improper when the record is sufficiently open-ended to permit a rational factfinder to resolve a material factual dispute in favor of either side." Morales-Melecio v. United States (Dep't of Health and Human Servs.), 890 F.3d 361, 368 (1st Cir. 2018) (internal quotation marks omitted).
District of Maine Local Rule 56 prescribes a detailed process by which the parties are to place before the Court the "material facts . . . as to which the moving party contends there is no genuine issue . . . ." D. Me. Loc. R. 56(b). The Rule further requires each statement of material fact to be "followed by a citation to the specific page or paragraph of identified record materialsupporting the assertion." D. Me. Loc. R. 56(f). Ultimately, in constructing the narrative of undisputed facts for purposes of summary judgment, the Court deems any statement with a supporting record citation admitted but "may disregard any statement of fact not supported by a specific citation to record material properly considered on summary judgment." Id.; see also Fed. R. Civ. P. 56(e)(2) ().
The existence of cross-motions for summary judgment does not change the standard for construing the undisputed facts. Rather, the Court is required to "view each motion separately and draw all reasonable inferences in favor of the respective non-moving party." Roman Catholic Bishop v. City of Springfield, 724 F.3d 78, 89 (1st Cir. 2013). In accordance with these standards, the Court constructs the undisputed material facts from the voluminous record in the following section.
Enercon is an electronics manufacturer, located in Gray, Maine, that provides personnel, material, equipment, services, and facilities to manufacture products for third-party original equipment manufacturers in accordance with detailed specifications provided by such parties. PVT Solar, Inc. ("PVT") was a subsidiary of SunEdison, Inc. ("SunEdison") that manufactured and sold solar energy equipment for residential installations. Enercon designed and manufactured controllers used in PVT solar installations.
This relationship was governed by a Supply Agreement dated October 23, 2014, under which Enercon was the "Manufacturer," and PVT was the "Buyer." (See Joint Ex. 1 (ECF No. 46-1) (the "Supply Agreement").) The Supply Agreement reflected standard terms that Enerconused with its customers.1 (See Joint Ex. 18 (ECF No. 46-19), PageID # 2659.) The initial recitals of the Supply Agreement explain: Enercon "is willing to enter into a supply agreement and to accept orders to manufacture [PVT]'s products upon terms and conditions, which, among other things, reimburse [Enercon] for certain costs [Enercon] reasonably incurs in reliance on [PVT]'s orders and forecasts but cannot recover because [PVT]'s requirements change." (Id.)
Pursuant to the Supply Agreement, PVT would issue purchase orders for specific solar component parts to be manufactured by Enercon. In that regard, the Supply Agreement states:
Orders. Performance under this Agreement shall be initiated by Orders issued by [PVT] and accepted by [Enercon]. [PVT] shall be under no obligation to purchase, and [Enercon] shall be under no obligation to manufacture, Products hereunder unless and until [PVT] issues an Order and [Enercon] has accepted [PVT]'s order. [PVT]'s Orders shall set forth for each ordered Product: (i) the quantity, which shall be not less than the applicable Minimum Order Size, (ii) the applicable Purchase Price and total price, (iii) the delivery and shipping instructions, and (iv) the requested delivery schedule, which shall comply with the delivery schedule limitations set forth in the applicable Product Schedule. All Orders shall be subject to and governed by the terms and conditions of this Agreement and the applicable Product Schedules which shall not be changed or supplemented by an accepted Order unless such changed or supplemental terms and conditions are set forth on the face of the Order and specifically reference this Section 4.1.
(Supply Agreement, PageID # 958.) Once an order was placed and accepted, Enercon would purchase raw materials needed to fulfill the order. PVT had the right to cancel or modify orders, or defer shipments, subject to certain limitations:
(Supply Agreement, PageID # 959.) A separate section required any amendment or modification to, or release from, an outstanding purchase order to be put in writing, signed by both parties, and specifically reference the Supply Agreement.
15.2. Written Modifications. No amendment, modification or release from any provision of this Agreement, the Product Schedules attached hereto or Orders issued hereunder shall be of any force or effect unless it is in writing and signed by both parties hereto and specifically reefers [sic] to this Section 15.2.
(Supply Agreement, PageID # 959.) Once product was shipped against an order, Enercon would invoice PVT or a SunEdison entity, as directed, for that order.
Between March 3, 2015, and January 22, 2016, PVT placed fourteen orders (the "PurchaseOrders") for Gateway 1.x controllers and related products.2 (See Joint Ex. 2 (ECF No. 46-2), PageID #s 968-82.) While each purchase order listed an individual delivery date, none of the Purchase Orders had a delivery dates later than March 14, 2016. To fill the Purchase Orders, Enercon purchased raw materials at an approximate cost of $2.3 million ("Enercon...
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