United States District Court, S.D. West Virginia, Charleston Division
MEMORANDUM OPINION AND ORDER
E. JOHNSTON UNITED STATES DISTRICT JUDGE.
before the Court is Defendant Matec in America, a division of
Global Equipment Mktg, Inc.'s (“MIA”) Motion
for Summary Judgment (ECF No. 31). For the following reasons,
the Motion is GRANTED.
action arises out of a complaint Plaintiff Delwood Equipment
& Fabrication Company, Inc. (“Delwood”) filed
in the Circuit Court of Kanawha County, West Virginia on
January 19, 2016. Defendant MIA filed a timely notice of
removal on February 25, 2016.
Complaint alleges a single cause of action for breach of
contract. (ECF No. 1-2 at 6.) Delwood and MIA entered into a
Dealer Sales Agreement (“Agreement”) on February
15, 2012, under which Delwood served as MIA's
non-exclusive dealer of certain coal-industry products in a
territory that included the entire state of West Virginia.
(ECF No. 31-3 at 9.) For sales of capital equipment, the
[I]t is MIA's desire to contract directly with the
client, do invoicing, and collect the money. Upon collection
of all money, MIA will disperse the Dealer's compensation
back to the dealer. On those projects where progress payments
apply, progress payments will be made to the dealer by
agreement at the time of order.
(ECF No. 31-3 at 4.) Delwood asserts that two sales of
equipment were made based on its efforts demonstrating the
products to a company called Arcelor Mittal, for which it
believes it is owed commission payments under the Agreement.
(ECF No. 31-5 at 3-4.) Delwood claims that these sales were
improperly done through a dealer called Power Screen of
America. (Id. at 5.)
the relevant period, MIA was also a party to a contract with
Matec Italia,  under which MIA served as a dealer of
certain Matec Italia products in certain states in the United
States. (ECF No. 31-1 ¶ 3.) Under their two contractual
agreements, if MIA sold a Matec Italia product and used
Delwood as the dealer, MIA would directly invoice the client,
and MIA would pay Delwood out of its share of the sale
price. (Id. ¶ 7.) Though MIA
acknowledges that Matec Italia may have sold equipment to
Arcelor Mittal, it denies that it was involved in or received
payment for any such sale. (Id. ¶¶ 12-13.)
of the Federal Rules of Civil Procedure governs motions for
summary judgment. That rule provides, in relevant part, that
summary judgment should be granted if “there is no
genuine issue as to any material fact.” Fed.R.Civ.P.
56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 322
(1986). If there exist factual issues that properly can be
resolved only by a trier of fact because they may reasonably
be determined in favor of either party, summary judgment is
inappropriate. Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 250 (1986); see also Pulliam Inv. Co., Inc. v.
Cameo Props., 810 F.2d 1282, 1286 (4th Cir. 1987). The
moving party bears the burden of showing that there is no
genuine issue of material fact and that it is entitled to
judgment as a matter of law. Celotex Corp., 477 U.S.
at 322-23. Summary judgment is appropriate when the nonmoving
party has the burden of proof on an essential element of its
case and does not make, after adequate time for discovery, a
showing sufficient to establish that element. Id.
The nonmoving party may not avoid summary judgment “by
submitting an affidavit that conflicts with earlier
deposition testimony.” Alba v. Merrill Lynch &
Co., 198 F.App'x 288, 300 (4th Cir. 2006) (citing
Barwick v. Celotex Corp., 736 F.2d 946, 960 (4th
Cir. 1984)). When determining whether there is an issue for
trial, the Court must view all evidence in the light most
favorable to the nonmoving party. Mellen v.
Brunting, 327 F.3d 355, 363 (4th Cir. 2003). The
nonmoving party may not rest on the pleadings alone and must
show that specific material facts exist by offering more than
a mere “scintilla of evidence” in support of his
position. Anderson, 477 U.S. at 252.
demonstrate a breach of contract in West Virginia, a
plaintiff must show proof of the formation of a contract, a
breach of the terms of that contract, and resulting
damages. Sneberger v. Morrison,
776 S.E.2d 156, 171 (W.Va. 2015) (citing Syl. Pt. 1,
State ex rel. Thornhill Group, Inc. v.
King, 759 S.E.2d 795 (W.Va. 2014)). MIA argues that
there are no material facts in the record demonstrating that
MIA breached the terms of Agreement with Delwood by selling
equipment to Arcelor Mittal and denying Delwood its
commissions. Delwood argues that there are still issues of
disputed fact with regard to the performance under the
contract, so summary judgment should be denied. However, as
MIA points out, Delwood's 30(b)(6) representative Davis
Wooddell admitted when directly questioned on the issue that
he had no knowledge that MIA was involved in a deal with
Q: Okay. Do you know whether or not MIA ever invoiced Arcelor