Colfor Mfg. v. Macrodyne Techs.

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COLFOR MANUFACTURING, INC., et al., Plaintiffs, v. MACRODYNE TECHNOLOGIES, INC., et al., Defendants.

No. 5:22-cv-1658

United States District Court, N.D. Ohio, Eastern Division

November 1, 2024

OPINION AND ORDER

Dan Aaron Polster United States District Judge

Before the Court is Defendant Bosch Rexroth Canada Corp.'s (“Bosch”) Motion for Summary Judgment on Contractual Limitation of Liability. ECF Doc. 65. On September 30, 2024, Plaintiff^[1] Colfor Manufacturing, Inc. (“Colfor”) filed its opposition brief. ECF Doc 68. Bosch filed its reply brief on October 14, 2024. ECF Doc 71. For the reasons explained below, the Court DENIES Bosch's motion for summary judgment without prejudice.

I. Relevant Facts

Colfor owned a metal forming plant in Ohio, whereupon Colfor manufactured driveline and metal forming products for various industries. ECF Doc. 21, ¶¶ 24-25. Defendant Macrodyne Technologies, Inc. (“Macrodyne”) manufactures heavy-duty hydraulic presses. Id., ¶ 26. Bosch manufactures hydraulic systems and related components. Id., ¶ 31. In 2016, Colfor contracted to purchase a hydraulic press (“Press 761”) from Macrodyne. Press 761 included a hydraulic system made by Bosch. Id., ¶¶ 27, 30.

Colfor sent its initial purchase order for Press 761 to Macrodyne on May 17, 2016. ECF Doc. 65-3, PageID 655. This draft purchase order contained Colfor's standard terms and conditions. ECF Doc. 68 at 7. On May 19, 2024, Macrodyne emailed Colfor a copy of the Macrodyne Warranty as well as its comments on the draft purchase order's terms and conditions. ECF Doc 24, Ex. D. Negotiations between Colfor and Macrodyne continued over the next few weeks. During those negotiations, Macrodyne sent Colfor a memorandum specifically outlining Macrodyne's objections to Colfor's standard terms and conditions (“Macrodyne Memorandum”). Id., Ex D (language of email); id., Ex. B (language of memorandum). In that memorandum, Macrodyne explicitly stated that it could not agree to the warranty and remedies provisions of Colfor's terms and conditions. Specifically, Macrodyne said:

9. WARRANTY

We cannot agree to this clause. The warranty for the equipment is strictly in accordance with our New Equipment Limited Warranty, Form F301 [(“Macrodyne Warranty”)].

[. . .]

21. REMEDIES

We cannot agree to this clause. Our liability is strictly limited to the equipment supplied. Specifically, it is understood that any claim for damages that have not occurred to the goods supplied (eg. [sic] loss of production and/or profit) shall be excluded.

Id., Ex. B. Macrodyne provided Colfor with a copy of the Macrodyne Warranty during these negotiations for Press 761. ECF Doc. 64-1, PageID 612-13. In relevant part, the Macrodyne Warranty states:

2.2 Buyer's sole and exclusive remedy under this warranty shall be limited to the repair or exchange of warranted products at Macrodyne's option [. . .].

2.4 Equipment and accessories not of Macrodyne's manufacture but supplied by Macrodyne are warranted to the extent of the original manufacturer.

2.5 Macrodyne Technologies Inc. does not warrant vendor or customer supplied items but agrees to transfer the original manufacturer's warranty if transferable.

2.7 Special, incidental, consequential or other damages are expressly excluded. Macrodyne Technologies Inc., its agents or subcontractors shall not be liable for consequential damages or contingent liabilities, whether direct or indirect and whether or not resulting from, or contributed to by default or negligence. Excluded damages include, but are not limited to, loss of life, personal injury, loss of crops, loss due to fire or water damage, loss of business income, downtime costs and trade or other commercial loss arising out of the failure of the product. Macrodyne Technologies Inc. will in no event be liable for any sum in excess of the price received for the specific component for which liability is claimed or associated.

ECF Doc. 24, Ex. C, PageID 194. The Macrodyne Warranty additionally notes that “[t]his warranty is expressly in lieu of any other warranties expressed or implied, including any warranty of merchantability or fitness for a particular purpose.” Id.

The final agreement (“PO 3831”) between Colfor and Macrodyne was concluded on June 7, 2016. ECF Doc. 24, Ex. A, PageID 178. The first page of PO 3831 states that the agreement incorporates “[a]pplicable exceptions to the standard terms and conditions . . . in accordance with the mutually agreed document titled ‘Comments re AAM Purchase Order No. MA003831-June2-16.pdf.'”^[2] Id. This language was inserted in PO 3831 at the express agreement of both Colfor and Macrodyne. See id., at Ex. D, PageID 199-201.

Subsequently, Macrodyne issued a purchase order to Bosch for a Hydraulic Power Unit (“HPU”). The HPU was intended as, and ultimately became, a component of Press 761. ECF Doc. 65, PageID 623-24; ECF Doc. 65-5. In return, Bosch submitted to Macrodyne a quotation for the HPU. ECF Doc. 65-6. Both the purchase order and the quotation for the HPU expressly noted that the applicable warranty for the HPU would be Bosch's standard warranty policy (“Bosch Warranty”). See ECF Doc. 65-5, PageID 680; ECF Doc. 65-6, PageID 685. The Bosch Warranty contained its own provisions limiting liability and excluding damages. In relevant part, it states:

2.9 Buyer's sole and exclusive remedy under this warranty shall be limited to the repair or exchange of warranted products at Bosch Rexroth Canada's option FCA point of original shipping.

[. . .]

2.13 Special, incidental, consequential, or other damages are expressly excluded. Bosch Rexroth Canada shall not be liable for consequential damages or contingent liabilities including, but not limited to, loss of life, personal injury, loss of crops, loss due to fire or water damage, loss of business income, downtime costs and trade or other commercial loss arising out of the failure of the product. Bosch Rexroth Canada will in no event be liable for any sum in excess of the price received by it for the product for which liability is claimed or associated.

ECF Doc. 65-7, PageID 687. Macrodyne and Bosch ultimately contracted for the HPU that was included in Press 761.

On September 22, 2020, a massive fire caused catastrophic damage to Colfor's Ohio plant. The fire destroyed the buildings and nearly all of the equipment contained therein. ECF 68, PageID 999. The fire began in the area around Press 761. ECF Doc. 21, ¶ 45; ECF Doc. 46, ¶ 45. Colfor alleges that the root cause of the fire was a defect in the recirculating hydraulic loop of the main HPU for Press 761. ECF Doc. 21, ¶¶ 46-53.

II. Procedural History

Colfor filed their complaint in this Court on September 16, 2022, ECF Doc. 1, and an amended complaint on October 28, 2022, ECF Doc. 21.^[3] The amended complaint lists four named defendants, inclusive of Macrodyne and Bosch, as well as ninety-nine John Doe defendants. Colfor alleges a total of twenty-two claims across all defendants. The following claims are applicable to Bosch: 1) State Law Strict Liability - Design Defect; 2) State Law Strict Products Liability -Manufacturing Defect; 3) State Law Strict Products Liability - Defect Due to Nonconformance with Representation; 4) State Law Negligence; and 5) State Law Breach of Warranty. Id.

Macrodyne filed its answer to the amended complaint on December 16, 2022. At the same time, Macrodyne also filed a counterclaim against all Plaintiffs for declaratory judgment limiting its liability and potential damages. ECF Doc. 24, PageID 168-74. On February 1, 2023, Bosch filed a partial answer to the amended complaint, as well as a partial motion to dismiss for failure to state a claim. ECF Docs. 35-36. Following briefing on the partial motion, this Court denied Bosch's partial motion to dismiss. ECF Doc. 45. In accordance with that order, Bosch filed an amended answer on April 24, 2023. ECF Doc. 46.

On August 30, 2024, Macrodyne filed a motion for summary judgement on its counterclaim for declaratory judgment. ECF Doc. 64. On the same day, Bosch filed its own motion for summary judgement on the issue of contractual limitation of liability and exclusion of damages, contained in Macrodyne's counterclaim. ECF Doc. 65. Colfor filed briefs in opposition to both motions on September 30, 2024. ECF Docs. 67-68. On October 11, 2024, prior to the deadline for filing a reply, Macrodyne filed a notice withdrawing its motion for summary judgment, stating that it had reached a settlement with Colfor. ECF Doc. 69. Bosch filed a timely reply in support of its motion for summary judgment on October 14, 2024. ECF Doc. 71. The matter is now ripe for ruling.

III. Law & Analysis

A. Standard of Review

Under Fed.R.Civ.P. 56, summary judgment is warranted if “the movant shows that there is no genuine dispute as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). A dispute of fact is “genuine” if “the [record] evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). As a result, “[c]onclusory and unsupported allegations, rooted in speculation are insufficient to create a genuine dispute of material fact for trial.” Gunn v. Senior Servs of N. Ky., 632 Fed.Appx. 839, 847 (6th Cir. 2015) (citing Bell v. Ohio St. Univ., 351 F.3d 240, 253 (6th Cir. 2003)); see also Fed.R.Civ.P. 56 (e)(2). As the Supreme Court has explained, “[the non-moving party] must do more than simply show that there is metaphysical doubt as to the material facts.” Matsushita Elec., Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 585-86 (1986). As for the materiality requirement, a dispute of fact is “material” if it “might affect the...