IceMOS Tech. Corp. v. Omron Corp.

• Decision Date: 13 November 2019
• Docket Number: No. CV-17-02575-PHX-JAT,CV-17-02575-PHX-JAT
• Parties: IceMOS Technology Corporation, Plaintiff/Counter-Defendant, v. Omron Corporation, Defendant/Counter-Claimant.
• Court: U.S. District Court — District of Arizona

IceMOS Technology Corporation, Plaintiff/Counter-Defendant, v. Omron Corporation, Defendant/Counter-Claimant.

No. CV-17-02575-PHX-JAT

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA

November 13, 2019

ORDER

Pending before the Court, among other things, are IceMOS Technology Corporation's ("Plaintiff") Motion for Partial Summary Judgment (Doc. 153), Omron Corporation's ("Defendant") Motion for Partial Summary Judgment (Doc. 229), and Defendant's Motion to Preclude Testimony of Plaintiff's Business Valuation Expert Greg Mischou (Doc. 296). This Order substantially addresses these motions and also rules on other pending motions.

I. BACKGROUND

The Court has previously articulated the basic facts underlying this case:

Plaintiff offers super junction metal oxide semiconductor field-effect transistors ("MOSFETs"), microelectromechanical systems solutions, and advanced engineering substrates to third parties. (Doc. 25 at 2). To produce these products, Plaintiff needs fabrication services. (Id.). In 2007, Defendant purchased a fabrication facility and began fabricating "complementary metal-oxide semiconductor" products. (Id.). Around this time, Defendant approached Plaintiff to suggest that Defendant and Plaintiff enter into business together. (Id.).

Plaintiff and Defendant came to an agreement ("Supply Agreement") on February 28, 2011 after negotiations. (See id.). Their agreement included, inter alia, that Defendant would "perform the fabrication requested by Plaintiff" and that Defendant would "fully resource the development of all generations of" Plaintiff's super junction MOSFET ("SJ MOSFET") for the duration of the Supply Agreement. (Id.; see also Doc. 59 at 10; Doc. 60 at 15). Defendant asserts that Plaintiff represented that "[d]emand for Plaintiff's Super Junction MOSFETs is estimated to reach a volume of up to three thousand and five hundred (3,500) wafers per month by year 2014." (See Doc. 28 at 42 (alteration in original) (quoting Doc. 14-1 at 2)). Defendant also alleges that the parties forecasted, based on Plaintiff's representations regarding expected demand for its product, that "monthly demand would reach 3,850 wafers per month by the fourth quarter of 2012." (Id. (citing Doc. 14-1 at 14)). On March 6, 2018, the Supply Agreement terminated. (Doc. 60 at 37).

Plaintiff alleges breach of contract and fraud and seeks damages. (Doc. 59 at 33-38). Plaintiff claims that Defendant breached several provisions of the Supply Agreement. (Id. at 33-35). Plaintiff's allegations include that Defendant improperly terminated the Supply Agreement, which, according to Plaintiff, has resulted in lost profits, lost business value, and lost development support costs. (Id.).

Defendant has counterclaimed and alleges breach of the implied covenant of good faith and fair dealing, two counts of breach of contract, and fraud in the inducement (relating to the alleged projections by Plaintiff) and also seeks damages. (Doc. 28 at 46-50).

II. LEGAL STANDARD

A party is entitled to summary judgment when it "shows that there is no genuine dispute as to any material fact and [it] is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). As such, a court must grant summary judgment "against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).

The movant must establish the basis for summary judgment and the elements of the claims upon which the nonmovant will be unable to show a genuine issue of material fact.Id. at 323. Then, the burden shifts to the nonmovant to show the existence of any dispute of material fact. Id. at 323-24. To meet this burden, the nonmovant must point to competent evidence, meaning that the evidentiary content—but not necessarily its form—must be admissible at trial. Fraser v. Goodale, 342 F.3d 1032, 1036 (9th Cir. 2003).¹ This evidence "must do more than simply show that there is some metaphysical doubt as to the material facts," it must show "that there is a genuine issue for trial." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87 (1986) (quoting Fed. R. Civ. P. 56(e) (1963)). A genuine issue of material fact exists if the disputed issue of fact "could reasonably be resolved in favor of either party." Ellison v. Robertson, 357 F.3d 1072, 1075 (9th Cir. 2004). A dispute is about a material fact when the dispute is about "facts that might affect the outcome of the suit." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The Court must "construe all facts in the light most favorable to the non-moving party." Ellison, 357 F.3d at 1075-76 (citing Clicks Billiards, Inc. v. Sixshooters, Inc., 251 F.3d 1252, 1257 (9th Cir. 2001)). However, the nonmovant's bare assertions, standing alone, are insufficient to create a material issue of fact that would defeat the motion for summary judgment. Anderson, 477 U.S. at 247-48.

III. ANALYSIS

a. Plaintiff's Motion for Partial Summary Judgment

Plaintiff seeks summary judgment on Defendant's counterclaims for fraud and breach of contract. (Doc. 153 at 7-21).²

1. Fraud Counterclaim

Plaintiff moves for summary judgment on Defendant's fraud counterclaim. Plaintiff argues that Defendant's fraud counterclaim is barred by the statute of limitations. (Doc. 153 at 7-8). It also asserts that Defendant cannot prove certain elements of its fraud counterclaim as a matter of law. (Id. at 9-13).

A. Statute of Limitations

First, Plaintiff contends that summary judgment must be entered on the fraud counterclaim because it is barred by the statute of limitations under Arizona law. (Doc. 153 at 7-8). As the Court has noted, Arizona law applies to Defendant's fraud counterclaim for choice of law purposes. (See Doc. 152 at 9; see also Doc. 25 at 19-20 (stating Arizona law applies to Plaintiff's fraud claim)). As such, the Court must apply the Arizona statute oflimitations for Defendant's counterclaim. See Albano v. Shea Homes Ltd. P'ship, 634 F.3d 524, 528 (9th Cir. 2011).

Arizona law provides that the statute of limitations for a fraud claim is three years. Ariz. Rev. Stat. Ann. § 12-543(3). However, the time for calculating the statute of limitations does not begin to "accrue[] until the discovery by the aggrieved party of the facts constituting the fraud or mistake." Id. In other words, "[t]he statute of limitations begins to run for [fraud claims] when the plaintiff knew or through reasonable diligence could have learned of the fraud or the misrepresentation." Cavan v. Maron, 182 F. Supp. 3d 954, 962 (D. Ariz. 2016) (citing Coronado Dev. Corp. v. Superior Court, 678 P.2d 535, 537 (Ariz. Ct. App. 1984)); see Gust, Rosenfeld & Henderson v. Prudential Ins. Co. of Am., 898 P.2d 964, 966 (Ariz. 1995).

Plaintiff argues that it provided the forecasts that serve as the basis of Defendant's fraud counterclaim in September 2011, and thus, Defendant should have known that these forecasts, assuming they were fraudulent representations, were inaccurate in September 2011, which started the clock on the statute of limitations. (Doc. 153 at 7-8). Plaintiff also argues Defendant knew that Plaintiff was not meeting the projections at least as early as March 6, 2015, which it contends was the latest date that the time on Defendant's fraud counterclaim could have begun accruing. (Id.). As such, Plaintiff argues that Defendant's fraud counterclaim was barred by the Arizona statute of limitations because Defendant did not file the counterclaim until July 16, 2018. (Id.). Defendant responds that the time to file its fraud counterclaim did not begin accruing until it could have discovered the fraud with reasonable diligence, which is a question of fact that precludes summary judgment. (Doc. 189 at 9-11; see e.g., Doc. 191 at 3-5³; Doc. 192 at 2-4; Doc. 193 at 27-28).

"[D]etermination of a claim's accrual date usually is a question of fact . . . ." Logerquist v. Danforth, 932 P.2d 281, 287 (Ariz. Ct. App. 1996) (citation omitted). "[T]he inquiry center[s] on the plaintiff's knowledge of the subject event and resultant injuries,whom the plaintiff believed was responsible, and plaintiff's diligence in pursuing the claim." Id. (citation omitted). Whether to apply the discovery rule generally "depends on resolution of such factual issues," and thus, a court cannot resolve these questions on summary judgment. See id.; see also Gust, Rosenfeld & Henderson, 898 P.2d at 969 ("The statute of limitations did not commence on [plaintiff]'s claim until [plaintiff] knew or in the exercise of reasonable diligence should have known that it had been injured. The trial court was correct to let the jury decide when that event occurred.").

Defendant asserts there is a dispute of material fact as to when it discovered Plaintiff's alleged fraud. (Doc. 189 at 11). The Court agrees. Arizona law makes clear that when a claim begins to accrue is a question of fact that generally cannot be determined on summary judgment. But, Plaintiff argues that a party cannot "invoke[] the discovery rule in the [r]esponse" to a motion for summary judgment. (Doc. 223 at 12 (quoting Breeser v. Menta Grp., Inc., 934 F. Supp. 2d 1150, 1159 (D. Ariz. 2013))). Plaintiff cites Breeser, 934 F. Supp. 2d 1150, for this proposition. Breeser did not proclaim such an edict. Cf. Long v. Ford Motor Co., No. CV07-2206-PHX-JAT, 2008 WL 2937751, at *8 (D. Ariz. July 23, 2008) (allowing plaintiff to raise discovery rule despite the fact that plaintiffs did not plead factual allegations relevant to the discovery rule in its complaint). Rather, the issue in Breeser was that both parties indicated that the date of accrual of the plaintiff's claim was beyond the limitations period. 934 F. Supp. 2d at 1158-60. Indeed, there, plaintiff's "own words" established the date of accrual. See id. Although plaintiff contradicted her earlier statements regarding the...