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Delwood Equipment & Fabrication Co. v. Matec In America

United States District Court, S.D. West Virginia, Charleston Division

April 27, 2017

DELWOOD EQUIPMENT & FABRICATION COMPANY, Plaintiff,
v.
MATEC IN AMERICA, A DIVISION OF GLOBAL EQUIPMENT MKTG, INC., Defendant.

          MEMORANDUM OPINION AND ORDER

          THOMAS E. JOHNSTON UNITED STATES DISTRICT JUDGE.

         Pending 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.

         I. BACKGROUND

         This 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.

         Delwood's 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 Agreement provides:

[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.)

         During the relevant period, MIA was also a party to a contract with Matec Italia, [1] 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.[2] (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.)

         II. LEGAL STANDARD

         Rule 56 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.

         III. DISCUSSION

         To 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.[3] 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 Arcelor Mittal:

Q: Okay. Do you know whether or not MIA ever invoiced Arcelor ...

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