Ford Motor Co. v. InterMotive, Inc.
| Decision Date | 30 September 2022 |
| Docket Number | 4:17-CV-11584-TGB |
| Parties | FORD MOTOR COMPANY, AND FORD GLOBAL TECHNOLOGIES, LLC, Plaintiffs, v. INTERMOTIVE, INC., AND GREGORY E. SCHAFFER, Defendants. |
| Court | U.S. District Court — Eastern District of Michigan |
ORDER ADOPTING IN PART AND REJECTING IN PART DISCOVERY MASTER'S REPORTS AND RECOMMENDATIONS (ECF NOS 177, 178)
This matter is before the Court on two Reports and Recommendations (“R&Rs”) filed on August 12, 2022 by Discovery Master Christopher G. Darrow (ECF Nos. 177, 178) addressing the admissibility of four experts' opinions. Discovery Master Darrow recommends denying in part and granting in part Plaintiffs/Counter-Defendants Ford Motor Company and Ford Global Technologies, LLC's (together “Ford's”) motions to exclude the opinions of Defendants/Counter-Plaintiffs InterMotive, Inc. and Gregory E. Schaffer's (together, “InterMotive's”) damages expert, Mark Robinson (“Robinson”). ECF No. 177. Discovery Master Darrow recommends denying InterMotive's motion to exclude the opinions of Ford's damages expert, Sara Rinke (“Rinke”). Id. As to the parties' technical experts Discovery Master Darrow recommends denying in part and granting in part InterMotive's motion to exclude the opinions of Ford's technical expert, Scott Andrews (“Andrews”). ECF No. 178. Finally, Discovery Master Darrow recommends denying Ford's motion to exclude the opinions of InterMotive's technical expert, Juan Pimentel (“Pimentel”). Id.
On August 22, 2022, Ford filed timely objections to the R&Rs. ECF Nos. 180, 181. On the same day, InterMotive filed its timely objections to the R&Rs. ECF No. 179. After considering the parties' objections, the Court adopts in part and rejects in part the Discovery Master's reasoning set forth in the R&Rs for the reasons described below. To the extent that neither party objects to the R&Rs' findings and reasoning, the Court adopts those portions of the R&Rs in full.
The Court has previously set forth a detailed summary of background facts. ECF No. 65. In 2011 and early 2012, the parties worked together to design an Upfitter Interface Module (“UIM”) for Ford vehicles. The UIM is a product that allows users to modify vehicles for special uses such as in the police, fire, and utility truck market. The UIM permits users to customize features to be activated under various circumstances. For example, the UIM can program a truck to flash a light if it exceeds 65 miles per hour, or program a police vehicle to automatically lock its doors unless certain conditions are met. The UIM operates by “interfacing” with a vehicle's Controller Area Network bus (“CAN bus”) to transmit information between modules in the vehicles. InterMotive claims that it had already developed and sold a commercial version of the UIM by the time it began working with Ford to develop a “special performance-enhanced” version of the UIM product specifically for Ford.
The parties' preliminary business discussions were governed by a Confidential Disclosure Agreement (the “NDA”). Although the parties now dispute the actual time period covered by the NDA, the text of the parties' initial written agreement governed only confidential information disclosed from November 29, 2011 to May 29, 2012. Furthermore, the NDA explicitly extended a recipient's duty to protect confidential information disclosed under the agreement to November 29, 2013. InterMotive alleges that the parties had an “implied contract” with “no specific end date” on maintaining confidentiality after November 29, 2013. Specifically, InterMotive claims by accepting a UIM prototype from InterMotive marked confidential in December 2012, Ford impliedly agreed to extend the NDA's end date. InterMotive also alleges that it continued its UIM business relationship with Ford into 2014. But Ford denies any extension of the NDA and alleges that it ended its relationship with InterMotive by May 2012.
In March 2016, Ford announced that several of its 2017 vehicles would include an “Upfitter Interface Module” that would better enable “upfitters” to interact with the electrical system of Ford vehicles for upfitting modifications. InterMotive alleges that Ford gave InterMotive's December 2012 prototype and other confidential information that InterMotive shared to another supplier that developed the accused UIM. InterMotive claims that Ford infringed on InterMotive's “Upfitter Interface Module” trademark to describe Ford's product. Ford alleges that InterMotive infringed on Ford's trademark rights by using Ford's marks, including the Ford Oval and Ford's “Go Further” trademarks, on InterMotive products without Ford's consent.
To support their claims, both parties seek to offer opinions from damages experts and technical experts. As to damages, Ford offers Rinke, and InterMotive offers Robinson. Ford's damages expert Rinke and InterMotive's damages expert Robinson assume InterMotive's liability to quantify Ford's entitlement to damages from InterMotive's use of Ford's trademark. See Rinke Report (May 17, 2021), ECF No. 156 (sealed); Robinson Surrebuttal Report (July 30, 2021), ECF No. 154-3. Rinke and Robinson also assume Ford's liability to quantify InterMotive's damages on its counterclaims. See Rinke Rebuttal Report (May 17, 2021), ECF No. 157 (sealed); Robinson Report (May 17, 2021), ECF No. 154-2. As to liability, Ford offers Andrews, and InterMotive offers Pimentel as technical experts. Ford's technical expert Andrews and InterMotive's technical expert Pimentel address complex facets of InterMotive's trade secret misappropriation and breach of confidentiality counterclaims, including elements of CAN data systems and the types of information InterMotive disclosed to Ford between November 29, 2011 and the NDA's disputed end dates. See Andrews Report (June 14, 2021), ECF No. 151-2; Andrews Reply Declaration (Aug. 13, 2021), ECF No. 151-3; Pimentel Rebuttal Report (July 30, 2021), ECF No. 163-5.
The parties fully and extensively briefed their motions to exclude their opponents' respective expert reports. The Court appointed Discovery Master Darrow to issue R&Rs on the admissibility of the parties' expert reports. ECF No. 175. As both parties have filed Objections to the two R&R's, the Court will conduct a de novo review of their arguments in reviewing the R&Rs.
Ford objects to the R&Rs' findings adverse to its experts' opinions. Ford specifically objects to the R&Rs' findings that decline to exclude opinions from InterMotive's damages expert Robinson on the issues of post-NDA sales, trade secret apportionment, and vehicle revenues. Ford's Objection to the Special Master's R&R (ECF No. 177), ECF No. 180, PageID.6687. Ford also objects to the R&Rs' findings that exclude opinions from Ford's technical expert Andrews used to rebut InterMotive's trade secret claims and Andrews' opinions based on hearsay. Ford's Objections to the Special Master's R&R (ECF No. 178), ECF No. 181, PageID.6742-43. Ford further objects to the R&Rs' findings that decline to exclude opinions from InterMotive's technical expert Pimentel. Id. at PageID.6743-44.
For its part, InterMotive also objects to the R&Rs' findings adverse to its experts' opinions. InterMotive objects to the R&Rs' recommendations to exclude opinions on breach of contract damages from its damages expert Robinson. InterMotive's Objections to Discovery Master's Report, ECF No. 179, PageID.6670. InterMotive further objects to the R&Rs' findings that decline to exclude opinions from Ford's damages expert Rinke. Id. at PageID.6676. InterMotive also objects to the R&Rs' recommendations against excluding some opinions from Ford's technical expert Andrews. Id. at PageID.6680. Lastly, InterMotive objects to the R&Rs' discussion of burdens of proof for obtaining unjust enrichment damages from trade secret misappropriation. Id. at PageID.6675-76.
Federal Rule of Civil Procedure 53(f) governs review of a special master's reports and recommendations. Upon timely objection to a special master's report and recommendation, the district court “must decide de novo all objections to conclusions of law made or recommended by a master.” Fed.R.Civ.P. 53(f)(4); see also Hochstein v. Microsoft Corp., 730 F.Supp.2d 714, 717 (E.D. Mich. 2010), aff'd, 430 Fed.Appx. 898 (Fed. Cir. 2011) (“The Court reviews de novo factual findings and legal conclusions of the Special Master to which a specific objection has been made.”). The reviewing Court may “adopt or affirm, modify, wholly or partly reject or reverse [the special master's report and recommendations], or resubmit to the master with instructions.” Fed.R.Civ.P. 53(f)(1).
As described above, the parties generally organize their objections around the R&Rs' impact on their experts' opinions. Consequently, for efficiency, the Court will proceed by discussing each experts' opinions and the parties' objections as they relate to that expert.
InterMotive moved to exclude the opinions of Ford's Damages Expert Sara Rinke, in their entirety (ECF No. 155). In his R&R on the Damages Experts (ECF No. 177), Discovery Master Darrow recommends denying that motion. ECF No. 177, PageID.6570. InterMotive objects on three primary grounds. First, InterMotive contends that Ford failed to support its entitlement to damages for trademark infringement based on willful infringement, and the R&R errs by suggesting the need for additional briefing rather than excluding or striking Rinke's opinions. ECF No. 179, PageID.6676-77. Second, InterMotive argues that the R&R should have excluded Rinke's opinions on Ford's vehicle profits because Ford failed to comply with this Court's Sanctions Order (...
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