C. Norris Mfg., LLC. v. BRT Heavy Equip., LLC.

C. NORRIS MANUFACTURING, LLC., Plaintiff, v. BRT HEAVY EQUIPMENT, LLC. et al., Defendants

CASE NO. 5:14CV2797

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

March 17, 2017

UNITED STATES MAGISTRATE JUDGE GEORGE J. LIMBERT

MEMORANDUM OPINION & ORDER

This matter is before the Court upon a motion for summary judgment filed pursuant to Rule 56 of the Federal Rules of Civil Procedure by Defendants BRT Heavy Equipment, LLC., doing business as Beelman Heavy Equipment, LLC., and Beelman River Terminals, Inc.'s ("Defendants). ECF Dkt. #84. Defendants assert that they are entitled to judgment as a matter of law on Plaintiff C. Norris Manufacturing LLC's ("Plaintiff") complaint against them. Id.

For the following reasons, the Court GRANTS Defendants' motion for summary judgment as to Plaintiff's promissory estoppel claim and dismisses that claim WITH PREJUDICE. ECF Dkt. #84. The Court DENIES Defendants' motion for summary judgment on all other grounds. ECF Dkt. #84.

I. FACTUAL AND PROCEDURAL HISTORY

On December 19, 2014, Defendants filed a notice of removal with this Court from the Stark County Court of Common Pleas. ECF Dkt. #1. Defendants indicated that Plaintiff filed a two-count complaint against them in the Stark County Court of Common Pleas for breach of contract and promissory estoppel and they attached a copy of said complaint. ECF Dkt. #1-1.

In that complaint, Plaintiff alleged that it was an Ohio limited liability company that is a leading supplier of hydraulic excavator long reach fronts for the material handling industries. Id. at 2. It explained that it upgrades, reconstructs, and builds cranes for any industry, including building and modifying cranes for barge loading and unloading. Id. Plaintiff further alleged that Defendant Beelman River Terminals, Inc. is a Missouri corporation with a principal place of business in Illinois and Sam Beelman is a principal with BRT Heavy Equipment, LLC., doing business at Beelman Heavy Equipment LLC., and Beelman River Terminals, Inc., with the authority to enter into contracts on behalf of Beelman. Id. at 2.

Plaintiff averred in its complaint that it had performed prior projects for Beelman-affiliated entities but never manufactured barges for Beelman before. ECF Dkt. #1-1 at 3. Plaintiff further alleged that on or around April 21, 2014, Sam Beelman informed it that Beelman was in the market to buy barges and Sam Beelman provided Plaintiff with a concept drawing for a possible barge layout on or around June 12, 2014 and asked if Plaintiff would survey the market to see if any such barges were available. Id. After Sam Beelman was not satisfied with the barges available for sale on the market and other barge fabricators could not meet the availability that Sam Beelman sought due to other pending projects, Plaintiff submitted a quote to Defendants on August 1, 2014 for barge fabrication after it consulted with a maritime engineer/naval architect. Id. Plaintiff averred that Sam Beelman responded that he wanted three barges and Chris Norris, an agent of Plaintiff, along with Robert Rogers, met with Sam Beelman to discuss the barges and they discussed that the companythat would build the barges would be a new start-up company that would have Defendants' purchase order as its first order. Id.

Plaintiff further averred in the complaint that the parties agreed that because Defendants were familiar with Plaintiff, the contract for purchasing the barges would be between Plaintiff and Defendants and Plaintiff would subcontract fabrication to the start-up company which would be known as International Barge & Steel, LLC. ("IBS"), which was formed by Christopher Norris and Robert Rogers and its business would be to build barges for customers on custom specifications. ECF Dkt. #1-1 at 4. Plaintiff alleged that at the meeting, the parties drafted a draw schedule that would facilitate the start-up equipment, materials, and labor required to build the barges and they agreed that the barges would be engineered by a maritime engineer/naval architect. Id.

Plaintiff further alleged that Plaintiff and Defendants agreed to a Purchase Order Contract ("Purchase Order") on or about August 26, 2014 with a total purchase price of $1,845,000.00 and specifications provided by Defendants for the barges. ECF Dkt. #1-1 at 4. Plaintiff alleged that on or about August 27, 2014, Defendants made the initial payment of $307,000.00 to Plaintiff's Ohio bank. Id. Plaintiff averred that it and IBS thereafter sourced equipment and negotiated purchases for cranes, forklifts, and other necessary expenses for the project. Id.

Plaintiff alleged in the complaint that on or about September 16, 2014, Plaintiff provided Defendants with the engineered drawings for the barges, and Defendants engaged Manley Brothers, LLC. to review the Purchase Order and the drawings, and that company concluded that the drawings were consistent with the Purchase Order specifications. ECF Dkt. #1-1 at 4-5. Plaintiff averred that on or about October 3, 2014, Manley Brothers, LLC. made suggestions to Plaintiff about upgrades to Defendants' specifications and Plaintiff made those changes and resubmitted its drawings toDefendants on October 23, 2014. Id. at 5. Plaintiff alleged that on October 31, 2014, it requested a meeting with Defendants in order to move the process along and on November 5, 2014, a meeting was held with Christopher Norris, Robert Rogers, the maritime engineer/naval architect employed by IBS, Sam Beelman, and two other representatives of Defendants. Id. At the meeting, according to Plaintiff, Manley Brothers, LLC. submitted a new comment sheet that they discussed, then they all traveled to the site where the barges would be unloaded. Id. Plaintiff alleged that on the drive there, Sam Beelman provided Christopher Norris with a document entitled "Addendum to Purchase Order" and he requested that Norris sign the document, but Norris refused because it would have materially altered the Purchase Order and it contained factual inaccuracies. Id. Plaintiff alleges that on or about November 7, 2014, Defendants mailed to it a notice of termination of the Purchase Order. Id. at 6.

In Count One of its complaint, Plaintiff alleged that Defendants breached the Purchase Order by wrongfully terminating the Purchase Order with its termination notice as Plaintiff performed its contractual obligations and Defendants failed and refused to perform its contractual obligations. ECF Dkt. #1-1 at 6-7. In Count Two, Plaintiffs alleged a promissory estoppel cause of action, averring that Defendants promised to pay $1,845,000.00 for the fabrication of three barges, Plaintiff reasonably, substantially and foreseeably relied upon the promise to its detriment and it would be unjust if Defendants' promises were not enforced. Id. at 7.

On February 23, 2015, the parties consented to the jurisdiction of the undersigned. ECF Dkt. #19. On August 14, 2015, Defendants filed an answer and a counterclaim against Plaintiff. ECF Dkt. #39. Plaintiff filed a reply to the counterclaim on September 2, 2015. ECF Dkt. #41. Defendants subsequently amended their counterclaim on December 7, 2015 to add IBS, ChristopherNorris, and Robert Rogers. ECF Dkt. #59. Newly added counterclaim parties IBS, Christopher Norris, and Robert Rogers filed their consent to the undersigned's jurisdiction thereafter. ECF Dkt. #48. Plaintiff, with the newly added counterclaim parties, filed a reply to the amended counterclaim on January 4, 2016. ECF Dkt. #66.

On December 7, 2016, Defendants filed a motion for summary judgment as to Plaintiff's complaint. ECF Dkt. #84. On January 20, 2017, Plaintiff filed a brief in opposition to the motion for summary judgment. ECF Dkt. #89. On February 3, 2017, Defendants filed a reply brief. ECF Dkt. #92.

II. STANDARD OF REVIEW

A court must grant summary judgment "if the movant shows 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). In order to show that a fact cannot be or is genuinely disputed, a party must support the assertion by:

(A) citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials; or

(B) showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact.

Fed. R. Civ. P. 56(c)(1).

Upon filing a motion for summary judgment, the moving party has the initial burden of establishing that there are no genuine issues of material fact as to an essential element of the nonmoving party's claim. Moldowan v. City of Warren, 578 F.3d 351, 374 (6th Cir. 2009) (internalcitation omitted); Street v. J.C. Bradford & Co., 886 F.2d 1472, 1479-80 & n. 12 (6th Cir. 1989). The moving party is not required to file affidavits or other similar materials negating a claim on which its opponent bears the burden of proof, so long as the moving party relies upon the absence of the essential element in the pleadings, depositions, answers to interrogatories, and admissions on file. Celotex Corp. v. Catrett, 477 U.S. 317 (1986).

In response, if the moving party establishes the absence of a genuine issue of material fact, in order to defeat summary judgment, the non-moving party "may not rely merely on allegations or denials in its own pleading; rather, its response must - by affidavits or as otherwise provided in this rule—set out specific facts showing a genuine issue for trial." See Fed. R. Civ. P. 56(c); 56(e). Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87 (1986); Alexander v. CareSource, 576 F.3d 551, 558 (6th Cir. 2009) (internal citation omitted). In this regard, "Rule 56 does not impose upon the district court a duty to...