Metal Seal Precision, Ltd. v. Sensata Technologies, Inc., 103019 MASUP, 1784CV00518BLS1

Docket Nº:1784CV00518BLS1
Opinion Judge:Brian A. Davis Associate Justice of the Superior Court
Party Name:Metal Seal Precision, Ltd. v. Sensata Technologies, Inc.
Judge Panel:Judge (with first initial, no space for Sullivan, Dorsey, and Walsh): Davis, Brian A., J.
Case Date:October 30, 2019
Court:Superior Court of Massachusetts

Metal Seal Precision, Ltd.


Sensata Technologies, Inc.

No. 1784CV00518BLS1

Superior Court of Massachusetts, Suffolk

October 30, 2019

Judge (with first initial, no space for Sullivan, Dorsey, and Walsh): Davis, Brian A., J.


Brian A. Davis Associate Justice of the Superior Court

This action arises from defendant Sensata Technologies, Inc.’s ("Sensata") purported breach of a multi-year Memorandum of Understanding, as amended (the "2014 MOU"), which allegedly requires Sensata to purchase certain minimum quantities of particular metal components that Sensata uses in the production of its automotive sensor products each year from plaintiff Metal Seal Precision, Ltd. ("Metal Seal"). Metal Seal filed suit in February 2017, and Sensata responded with a series of counterclaims, the most recent of which were filed in February 2019. See Second Amended Answer, Counterclaims, and Affirmative Defenses (the "Answer and Counterclaims," Docket Entry No. 75.0). Sensata strenuously denies that it ever agreed to purchase any minimum annual quantities of metal components from Metal Seal. Sensata also alleges, however, in the alternative that, if the parties’ 2014 MOU is found to include a minimum purchase requirement, then the requirement is unenforceable because it was obtained through Metal Seal’s fraud and misrepresentations. See Answer and Counterclaims, Count III (Violation of G.L.c. 93A), Count IV (Fraud), and the Eighteenth Affirmative Defense (MOU is "void and unenforceable" due to Metal Seal’s "material misrepresentations"). More specifically, Sensata alleges that Metal Seal, ma[de] false representations [in negotiations] to induce and pressure Sensata to enter into the 2014 MOU and each subsequent amendment by representing that its insurer required that any contract with Sensata include minimum volumes and that post-fire expenditures were dependent upon approval by its bank.

Id., ¶49. See also id ., ¶¶54-58.

Trial in this case is scheduled to commence on December 3, 2019. In an effort to reduce the number of issues to be resolved at trial, Metal Seal has moved for partial summary judgment on Count III, Count IV, and the Eighteenth Affirmative Defense of Sensata’s Answer and Counterclaims to the extent they are based on Metal Seal’s alleged fraud and misrepresentations in the negotiation of the 2014 MOU. See Plaintiff Metal Seal Precision, Ltd.’s Motion for Partial Summary Judgment (the "Summary Judgment Motion," Docket Entry No. 82.0). In pressing its Summary Judgment Motion, Metal Seal concedes, for summary judgment purposes only, that it misrepresented to Sensata the reasons behind Metal Seal’s insistence that the 2014 MOU include a minimum annual purchase requirement. Metal Seal nonetheless argues that Sensata’s counterclaims and affirmative defenses based on Metal Seal’s purported fraud and misrepresentation cannot succeed as a matter of law because, inter alia, Sensata’s claimed reliance on Metal Seal’s representations was inherently unreasonable and Sensata suffered no compensable damages on account of the representations. Sensata, for its part, opposes Metal Seal’s Summary Judgment Motion.

The Court conducted a hearing on Metal Seal’s Summary Judgment Motion on October 15, 2019. Both sides appeared and argued. After oral argument, the Court gave each party the opportunity to submit a supplemental letter brief addressing the question of whether Metal Seal’s...

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