Lopez v. Delta Int'l Mach. Corp.
| Decision Date | 24 July 2017 |
| Docket Number | No. CIV 15-0193 JB/GBW,CIV 15-0193 JB/GBW |
| Court | U.S. District Court — District of New Mexico |
| Parties | ISMAEL LOPEZ, Plaintiff, v. DELTA INTERNATIONAL MACHINERY CORPORATION; DELTA MACHINE COMPANY, INC.; ROCKWELL INTERNATIONAL CORPORATION; ROCKWELL AUTOMATION, INC.; STANLEY BLACK & DECKER, INC.; BLACK & DECKER (U.S.), INC.; PENTAIR, INC.; KEARNEY & TRECKER CORPORATION and GLH, LLC, Defendants. |
THIS MATTER comes before the Court on: (i) Defendants Black & Decker (U.S.) Inc. and Stanley Black & Decker, Inc.'s Motion and Brief for Summary Judgment, filed December 29, 2015 (Doc. 48)("MSJ"); and (ii) the Plaintiff's Rule 56(f) Motion in Opposition to Defendant Black & Decker (U.S.) Inc. and Stanley Black & Decker, Inc.'s Motion for Summary Judgment (Doc. 48), or Alternative Motion to Extend Time to File Response, filed January 15, 2016 (Doc. 53), and the Plaintiff's Rule 56(f) Motion in Opposition to Defendant Black & Decker (U.S.) Inc. and StanleyBlack & Decker, Inc.'s Motion for Summary Judgment (Doc. 48), or Alternative Motion to Extend Time to File Response, filed January 15, 2016 (Doc. 54)(collectively, the "MSJ Response/Motion").2 The Court held a hearing on March 15, 2016. The primary issues are: (i) whether Defendants Black & Decker (U.S.), Inc. and Stanley Black & Decker, Inc. (the "Black & Decker Defendants") are entitled to summary judgment on the Plaintiffs [sic] First Amended Complaint for Personal Injury Damages, filed December 23, 2015 (Doc. 47-1)("Amended Complaint")3; and (ii) whether the Court should deny the MSJ without prejudice to refiling after discovery concludes, or, in the alternative, whether the Court should grant Plaintiff Ismael Lopez a two-week extension to draft a response to the MSJ. The Court will grant the MSJ and deny Lopez' requests.
Lopez brings this products liability action to recover damages for injuries he incurred while operating an unguarded power table saw at a plant in El Paso, Texas. To resolve the MSJ, the Court*must determine whether the Black & Decker Defendants are liable for Lopez' injuries based on three theories: (i) that they supplied the subject table saw which allegedly caused Lopez' injuries; (ii) that they are liable as the "alter egos" of the corporation that originally manufactured the table saw; and (iii) that they are liable as successors to the table saw's manufacturer. The Court concludes that the Black & Decker Defendants are entitled to judgment as a matter of law on all three theories, because (i) they did not supply the table saw; (ii) they do not sufficiently control the table saw's manufacturer such that the Court can pierce the corporate veil between them; and (iii) in acquiring the corporation that manufactured the table saw, they did not expressly assume that corporation's liabilities for the table saw. Accordingly, the Court will grant the MSJ.
With respect to Lopez' request that the Court deny the MSJ without prejudice to refiling after discovery concludes, the Court concludes that further discovery will not yield facts that are material to Lopez' opposition to the MSJ. As for Lopez' alternative request for a two-week extension of time to respond to the MSJ, the Court concludes that, although Lopez has demonstrated "good cause" for an extension, his request is nevertheless moot, as he has since filed several briefs in opposition to the MSJ. The Court, accordingly, denies the requests in the MSJ Response/Motion.
The Court provides two factual background sections. First, the Court will contextualize the MSJ by briefly reviewing the Amended Complaint's factual allegations. Second, the Court will set forth the undisputed facts based on the parties' briefings for purposes of deciding the MSJ under rule 56(a) of the Federal Rules of Civil Procedure. Later, in its Analysis section, the Court will decide the undisputed facts' materiality.
Lopez is a resident of Sunland Park, New Mexico. See Amended Complaint ¶ 1, at 1. Black& Decker (U.S.), Inc. is a corporation organized under the laws of Maryland and doing business in the State of New Mexico. See Amended Complaint ¶ 3, at 1-2. Stanley Black & Decker, Inc. is a corporation organized under the laws of Connecticut and doing business in the State of New Mexico. See Amended Complaint ¶ 2, at 1. The events giving rise to this litigation occurred in El Paso, Texas. See Amended Complaint ¶ 5, at 2.
On August 23, 2012, Lopez was sawing wood for 84 Lumber4 in El Paso with an unguarded table power saw. See Amended Complaint ¶ 5, at 2. During the job, the blade jumped,5 and severed Lopez' left middle and index fingers. See Amended Complaint ¶ 5, at 2. Lopez alleges that the table power saw was "manufactured and put in the stream of commerce by the Black & Decker Defendants." Amended Complaint ¶ 5, at 2. Lopez accordingly brings product liability claims against the Black & Decker Defendants. See Amended Complaint ¶ 6, at 2-3.
"The events giving rise to this lawsuit . . . occurred entirely in El Paso, Texas." MSJ ¶ 11, at4 (asserting this fact). See MSJ Response/Motion at 1-16 (); Suppl. Brief at 1-8 ().
The Black & Decker Defendants "did not design, manufacture, market or sell the subject table saw." MSJ ¶ 1, at 3 (asserting this fact). See MSJ Response/Motion at 1-16 (); Suppl. Brief at 1-8 (). "The subject table saw, a Delta Unisaw Model 36-812, serial number 01E31821, was manufactured by Delta International Machinery Corp. []7 in May of 2001." MSJ ¶ 2, at 3 (asserting this fact). See MSJ Response/Motion at 1-16 (); Suppl. Brief at 1-8 (). On July 16, 2004,8 The Black & DeckerCorporation executed an agreement with Pentair, Inc.9 to acquire of Pentair, Inc.'s and its affiliates' certain "Intellectual Property" and "all of the[ir] outstanding shares of capital stock, membership interests and other ownership interests (the 'Equity Interests')" in several "Transferred Subsidiaries." Suppl. Brief ¶ 12, at 4 (asserting this fact)(quoting Purchase Agreement at 1).10 One of the transferred subsidiaries in which The Black & Decker Corporation acquired equity interests is Delta Intl. See MSJ ¶ 3, at 3 (asserting this fact); MSJ Response/Motion at 1-16 (); Suppl. Brief at 1-8 ().11 "Delta continues to exist as a separate and distinctlegal entity" and, as of 2004, "as an indirect subsidiary of The Black & Decker Corporation." MSJ ¶ 3, at 3 (asserting this fact). See MSJ Response/Motion at 1-16 (); Suppl. Brief at 1-8 ().12
In the Purchase Agreement, The Black & Decker Corporation and its "Affiliates" agree to purchase from Pentair, Inc. and its "Affiliates designated on Schedule 1.1 (each a 'Seller'[)] . . . the Equity Interests" and "the U.S. Intellectual Property[.]" Suppl. Brief ¶ 13, at 4-5 (asserting this fact)(emphases omitted)(quoting Purchase Agreement ¶ 1.1, at 1). See Suppl. Brief Response at 1-5 (). Schedule 1.1, in turn, lists Pentair Tools Group, Inc. (DE) -- Pentair, Inc.'s affiliate -- as the "Seller" of "Equity Interests" in Delta Intl., and Delta Acquisition Corp. -- The Black & Decker Corporation's affiliate -- as the "Purchaser" of those interests. Schedules to Purchase Agreement Between The Black & Decker Corporation and Pentair, Inc. (the "Agreement") at 2, filed July 12, 2016 (Doc. 90-2)("Schedules").13 Schedule 3.1(c) specifies that Delta Intl. is awholly owned subsidiary of Pentair Tools Group, Inc. (DE), and that Delta Intl. has 5,000 authorized shares and 1,000 outstanding shares of common stock or their "[e]quivalent." Schedule 3.1(c), at 4.14 The Schedules, moreover, outline the intellectual property -- including trademark and patent rights -- which transfers with the Purchase Agreement. See Schedule 3.1(r), at 33-91.15 Schedule 1.1 names The Black & Decker Corporation as the "Purchaser" of the "U.S. Trademark Rights" from "All Holders of U.S. Trademark Rights," and Black & Decker (U.S.), Inc. as the "Purchaser" of the "U.S. Patent Rights" from "All U.S. Holders of U.S. Patent Rights." Schedule 1.1, at 2.16
In its "Definitions" section, the Purchase Agreement states that "'Affiliate' shall have the meaning ascribed to such term in Rule 12b-2 of the Securities Exchange Act of 1934, as amended." Suppl. Brief ¶ 14, at 5 (asserting this fact)(emphasis omitted)(quoting Purchase Agreement ¶ 11.17, at 52).17 Rule 12b-2, in turn, defines "Affiliate" as "a person that directly, or indirectly through oneor more intermediaries, controls, or is controlled by, or is under common control with, the person specified." Suppl. Brief ¶ 15, at 5 (asserting this fact)(emphases and footnote omitted)(quoting 17 C.F.R. § 240.12b-2).18
The Purchase Agreement's "Purchase Price" is $775,000,000.00, subject to "[a]n increase equal to the amount, if any, by which the Net Asset Value as reflected on the Estimated Closing Statement is greater than the Agreed Base Equity," and "[a] decrease equal to the amount, if any, by which the Net Asset Value as reflected on the Estimated Closing Statement is less than the Agreed Base Equity." Purchase Agreement ¶ 2.1, at 1-2.19 The Purchase Agreement provides that, five days before closing, Pentair, Inc. shall prepare a reasonable "estimate of the Net Asset Value to be reflected on the Closing Statement and the Purchase Price . . . ." Purchase Agreement ¶ 2.2, at 2.20 Within forty-five days after closing, Pentair, Inc. shall prepare an "unaudited consolidated combined balance sheet of the Subsidiaries (the 'Closing Statement'), which shall set forth the Net Asset Valueas of the Closing Date . . . ." Purchase Agreement ¶ 2.2, at 2.21
In the Purchase Agreement, The Black & Decker Corporation, as the "Buyer," makes certain ...
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