Opinion
Civil Action No. 2:05-CV-02829-LDD.
April 13, 2006
MEMORANDUM OPINION
Presently before the Court are plaintiff's motion for summary judgment on Dana Canada's counterclaim (Doc. No. 46), Dana Canada's cross-motion for summary judgment on plaintiff's remaining claims (Doc. No. 55), and the various responses and reply briefs thereto (Doc. No. 56-57).
For the following reasons, this Court grants summary judgment in favor of plaintiff on Dana Canada's counterclaim and in favor of Dana Canada on plaintiff's claims for misrepresentation and tortious interference with prospective contractual relations.
I. Factual and Procedural History
This litigation arises from the demise of the relationship between plaintiff JHNY Corporation ("plaintiff") and defendant Dana Canada Corporation ("Dana Canada") for the sale and delivery of gasket and sealing products ("products"), including heat shield products, for the manufacture of automotive products. Transactions between Dana Canada and plaintiff were consummated through the issuance of purchase orders by Dana Canada and the acceptance of these orders by plaintiff. (See Def. Answer to Compl., at ¶ 1; Gilmour Dep., attached as Ex. C to Def. Br. In Opp'n to Pl. Mot. For SJ. ("Def. Br."), at 15, 26-28, 38-40, 80; Pl. Interrogatories, attached as Ex. E to Def. Br., at 1; Def. Br. In Opp'n to Pl. First Mot. For SJ., Doc. No. 27, at 4). These purchase orders took the form either of written "release orders" from Dana Canada to plaintiff or postings on Dana Canada's Extranet system, which notified suppliers of the type of products Dana Canada needed and when. (See Gilmour Dep., at 15, 26-28, 38-40, 80; Release Orders, attached as Ex. L to Pl. Br. In Support of Pl. Mot. For SJ. ("Pl. Br.")).
On May 25, 2005, plaintiff filed a complaint against Dana Canada and Dana Corporation ("defendants") in the Philadelphia Court of Common Pleas, asserting claims for breach of contract, unjust enrichment, promissory estoppel, fraud, and tortious interference with contract. (See Compl., attached as Ex. C to Pl. Br.). Plaintiff's complaint alleges that defendants failed to compensate plaintiff for the delivery of products in accordance with fulfilled purchase orders. (Id., at ¶¶ 8-27). Plaintiff's complaint further alleges that Dana Canada promised to give plaintiff additional business if plaintiff improved the quality of its heat shield products, that, based upon this representation, plaintiff spent significant time and money to develop and to improve a heat shield product known as a white heat shield product, and that, despite this representation, Dana Canada ultimately turned to an alternative supplier. (Id., at ¶¶ 42-70). Finally, plaintiff alleges that after plaintiff told Dana Canada in April 2005 that plaintiff would no longer supply products due to imminent insolvency, defendants threatened litigation, communicated with at least one potential purchaser of plaintiff, and caused plaintiff to default on its contractual obligations to other suppliers by refusing to pay plaintiff for previously delivered products. (Id., at ¶¶ 71-83).
Plaintiff's heat shield product, which contains heat resistant capabilities, helped defendants manufacture a product that keeps heat from traveling from one area to another in a car engine. (See Compl., at ¶¶ 41-42).
This case was removed to federal court on June 14, 2005. (Doc. No. 1). On June 30, 2005, defendants filed an answer to plaintiff's complaint, and asserted a counterclaim for breach of contract. (Doc. No. 5). In their counterclaim, defendants allege that plaintiff accepted various purchase orders for the delivery of products to defendants' manufacturing plants through May 1, 2005. (See Counterclaim, at ¶¶ 1-3). Defendants further allege that, on April 4, 2005, plaintiff informed defendants that it would no longer deliver products in alleged violation of the contractual arrangement. (Id., at ¶ 5). Because defendants were left without gasket and sealing products, they was unable to manufacturer automotive products and to satisfy their contractual obligations to their own customers, thereby causing severe financial loss. (Id., at ¶ 5-6).
On December 5, 2005, plaintiff filed a motion for partial summary judgment, seeking judgment as a matter of law on plaintiff's breach of contract and unjust enrichment claims. (Doc. No. 25). On December 28, 2005, this Court granted summary judgment to plaintiff on its breach of contract claim, finding that the parties' relationship was defined through a series of discreet contracts in the form of individual purchase orders, rather than by an overarching contract, and that Dana Canada failed to compensate plaintiff for various purchase orders that plaintiff fulfilled. (Doc. No. 29). Plaintiff did not move for summary judgment on Dana Canada's counterclaim for the value of purchase orders that plaintiff allegedly failed to fulfill. (See Counterclaim, at ¶¶ 3-5).
On February 14, 2006, plaintiff filed a motion for summary judgment on defendants' counterclaims. (Doc. No. 46). On March 9, 2006, Dana filed a notice of suggestion of bankruptcy, and, on March 14, 2005, the Court stayed all claims brought by and against Dana. (Doc. No. 51, 53). However, because Dana Canada was not listed on the bankruptcy petition, the Court severed the claims brought by and against Dana Canada from those brought by and against Dana, thereby permitting the litigation to progress against Dana Canada. (Doc. No. 54). On March 29, 2006, Dana Canada filed its response to plaintiff's motion for summary judgment. (Doc. No. 55). Dana Canada also used its response to bring a cross-motion for summary judgment on plaintiff's remaining promissory estoppel, tortious interference, and misrepresentation claims. (Doc. No. 55). Plaintiff filed a reply memorandum to Dana Canada's response on April 4, 2006, and a response to Dana Canada's cross-motion for summary judgment on April 6, 2006. (Doc. No. 56-57).
II. Discussion
Plaintiff moves for summary judgment on Dana Canada's breach of contract counterclaim. (See Pl. Br., at 10-11). In addition, Dana Canada moves for summary judgment on plaintiff's promissory estoppel, misrepresentation, and tortious interference claims. (See Def. Br., at 4-9).
A. Summary Judgment Standard
In considering a motion for summary judgment, the court must determine whether "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986); Arnold Pontiac-GMC, Inc. v. General Motors Corp., 786 F.2d 564, 568 (3d Cir. 1986). Only facts that may affect the outcome of a case are "material."Anderson, 477 U.S. 248. All reasonable inferences from the record are drawn in favor of the non-movant. See id. at 256.
The movant has the initial burden of demonstrating the absence of genuine issues of material fact. This "burden . . . may be discharged by `showing' that there is an absence of evidence to support the non-moving party's case." Celotex Corp. v. Catreet, 477 U.S. 317, 323 (1986). Once this burden is discharged, the non-movant must then establish the existence of each element on which it bears the burden of proof. See J.F. Feeser, Inc. v. Serv-A-Portion, Inc., 909 F.2d 1524, 1531 (3d Cir. 1990). A non-moving party with the burden of proof cannot avert summary judgment with speculation or by resting on the allegations in her pleadings, but rather must present competent evidence from which a jury could reasonably find in her favor. Anderson, 477 U.S. at 248; Ridgewood Bd. of Educ. v. N.E. for M.E., 172 F.3d 238, 252 (3d Cir. 1999); Williams v. Borough of West Chester, 891 F.2d 458, 460 (3d Cir. 1989); Woods v. Bentsen, 889 F. Supp. 179, 184 (E.D. Pa. 1995).
B. Plaintiff's Motion for Summary Judgment on Dana Canada's Breach of Contract Counterclaim
Plaintiff contends that it is entitled to summary judgment on Dana Canada's breach of contract counterclaim. (See Pl. Br., at 9-11). Plaintiff argues that Dana Canada has failed to demonstrate evidence of a contractual arrangement between the parties for the delivery of products during the spring months of 2004 (or later) and that, assuming the existence of such a contractual arrangement, Dana Canada lacks evidence of a breach. (Id.; Reply Br., at 4-12).
In response, Dana Canada argues that an oral contract existed between the parties based upon the practices and customs that defined the parties' long-standing relationship. (See Def. Br., at 1-3). Pursuant to this oral contractual arrangement, Dana Canada would post orders for specific quantities on its Extranet web site, and plaintiff would fulfill these orders. (Id.). Dana Canada further argues that plaintiff breached this arrangement by failing to provide a product known as grey heat shield material during the spring months of 2004. (Id.).
1. Breach of Contract Standard
Under Pennsylvania law, a party bringing a breach of contract claim must prove the following three elements: (i) that a valid contract exists, including its essential terms; (ii) that defendants breached a duty imposed under the contract, and (iii) that damages resulted. See, e.g., Omicron Systems v. Weiner, 860 A.2d 554, 564 (Pa.Super.Ct. 2004); Reformed Church of the Ascension v. Theodore Hooven Sons, Inc., 764 A.2d 1106, 1109 (Pa.Super.Ct. 2000).
2. Application
a. Existence of Contract
Plaintiff argues that Dana Canada has failed to provide evidence of a valid contract between the parties for the delivery of products in spring 2004. (See Pl. Br., at 9; Pl. Reply Br., at 4-12)
i. Oral Contract
Plaintiff argues that Dana Canada fails to raise a genuine issue of material fact as to the existence of a valid oral contract. First, plaintiff argues that Dana Canada lacks evidence to support its contention that an overarching oral agreement existed between the parties that required plaintiff to fulfill all orders placed on Dana Canada's Extranet website. (See Pl. Br., at 9; Pl. Reply Br., at 4-10). Second, plaintiff argues that even if an oral agreement did exist, this agreement is unenforceable by virtue of § 2-201 of the Pennsylvania Uniform Commercial Code ("UCC"). (See Pl. Reply Br., at 11-12).
(a) Lack of Evidence
This Court finds that Dana Canada has failed to provide any evidence of an oral contract between plaintiff and Dana Canada, whether in the form of an overarching oral contract for the sale of products between the parties or in the form of an individual oral contract for the delivery of heat shield material in spring 2004. Several reasons support this conclusion. First, although Dana Canada argues that an oral contract existed between the parties, Dana Canada provides no evidence in support of this position. (See Def. Br., at 2). Particularly, Dana Canada fails to provide any documentation, affidavits, or deposition testimony to demonstrate the existence of an oral agreement requiring plaintiff to fulfill orders posted on Dana Canada's Extranet site, such as the timing of the formation of the agreement, the principals who entered the agreement, the essential terms of the agreement, the manner in which the agreement was implemented, and the factual circumstances surrounding the formation and performance of the oral agreement. See, e.g., Sarlo v. Webster, 2003 WL 21771730, at *1-2 (E.D. Pa. July 24, 2003) (noting that, in absence of written contract under Pennsylvania law, "plaintiff bears the burden of establishing the existence and terms of an oral contract by clear and precise evidence" and granting summary judgment to defendant on plaintiff's breach of contract claim because plaintiff failed to provide evidence of oral agreement between parties); SDK Investments, Inc. v. Ott, 1996 WL 69402, at *11 (E.D. Pa. Feb. 15, 1996) (granting summary judgment to defendant on breach of contract claim because parties failed to agree on essential terms of transaction). Furthermore, Kevin Gilmour, Dana Canada's corporate designee, admitted during his deposition not only that there was no overarching oral (or written) agreement between Dana Canada and plaintiff, but also that plaintiff never told Dana Canada that it would fulfill specific orders posted by Dana Canada on its Extranet system. (See Gilmour Dep., attached as Ex. A, at 15, 75-76, 78).Second, the record clearly indicates that the business relationship between Dana Canada and plaintiff was structured not according to an oral arrangement, but according to the issuance of written purchase orders by Dana Canada, presented to plaintiff as a written "release order" or an electronic posting on Dana Canada's Extranet system, and the acceptance of each individual purchase order by plaintiff. For instance, in response to plaintiff's interrogatories, which requested Dana Canada to describe the terms and details of all oral agreements between the parties, Dana Canada admitted that the contractual arrangement between the parties was predicated upon written purchase orders. (See Pl. Interrogatories, attached as Ex. E to Def. Br., at 1; Def. Resp., attached as Ex. F to Def. Br., at 1). Gilmour concedes that the contract referenced in Dana Canada's counterclaim consists entirely of written release orders sent to plaintiff and/or posted on Dana Canada's Extranet site. (See Gilmour Dep., attached as Ex. C to Def. Br., at 15, 26-28, 38-40). Moreover, the allegations in support of Dana Canada's counterclaim make no reference to an oral contract, but, instead, ground the contractual arrangement in written "purchase orders." (See Def. Answer, at ¶ 1).
Finally, to the extent that Dana Canada's counterclaim is based upon written release orders that Dana Canada produced during discovery, the terms and conditions of these orders clearly indicate that each purchase order constitutes the entire contract between the parties, trumping "any course of dealing or industry practice to the contrary." (See Terms and Conditions of Purchase Order, attached as Ex. M to Pl. Br., at ¶ 1). Thus, the terms and conditions of the written purchase orders render nugatory any preexisting oral contract, based upon the dealings between the parties, for the delivery of products in spring 2004.
Plaintiff provides copies of the unfilled purchase orders that Dana Canada produced during discovery. (See Release Orders, attached as Ex. L to Pl. Br.). Dana Canada produced no Extranet postings during discovery. (See Pl. Reply Br., at 7-8).
Dana Canada admitted in its opposition memorandum to plaintiff's first motion for summary judgment that the terms and conditions of the release orders were applicable to Dana Canada and that the written release orders formed the basis for Dana Canada's counterclaim. (See Def. Br. In Opp'n to Pl. First Mot. For SJ, Doc. No. 27, at 4). Nonetheless, none of the release orders presented through discovery and attached to plaintiff's motion have an order date falling in 2004. (See Katz Aff., attached to Pl. Br., at ¶ 13).
(b) 13 Pa. Cons. Stat. Ann. § 2-201(a)
Assuming arguendo that Dana Canada presented evidence of an oral contract between the parties, this Court also finds that the Pennsylvania UCC invalidates such an agreement. Section 2-201(a) of the Pennsylvania UCC renders unenforceable all contracts for the sale of goods for the price of $500 or more without "some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought." See 13 Pa. Cons. Stat. Ann. § 2-201(a). Nonetheless, several statutory exceptions permit an oral contract for the sale of more than $500 in goods to be enforced in the following circumstances: (i) when merchants make an oral contract and a writing confirming the existence of the contact is exchanged within a reasonable time; (ii) when the goods are specifically manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and when the seller makes a substantial beginning of their manufacture before receipt of notice of repudiation; (iii) when the party against whom enforcement is sought admits in his pleading that a contract for sale was made; (iv) when payment for goods has been made and accepted; or (v) when goods have been received and accepted. Id. § 2-201(b)-(c).
It is clear that Dana Canada's counterclaim is based upon the sale of more than $500 in goods, thereby triggering the "in writing" requirement of § 2-201(a). (See Def. First Mot. For Stay, Doc. No. 32, at ¶ 4) (valuing combined counterclaim of all defendants at $220,000). It is also clear that Dana Canada fails to argue in favor of, let alone present evidence to establish, the applicability of a statutory exception to § 2-201(a). Accordingly, this Court finds that even if Dana Canada presented evidence of an oral agreement between the parties, such an oral agreement would be unenforceable pursuant to § 2-201. See, e.g., Northwestern Mut. Life Ins. Co. v. Babayan, 430 F.3d 121, 137 (3d Cir. 2005) ("It is axiomatic that a breach of contract claim may not be maintained in the absence of a valid contract.").
ii. Written Contract
This Court finds that Dana Canada has failed to present evidence that Dana Canada and plaintiff entered into an express written contract for the sale of products in spring 2004. For instance, despite conceding on numerous occasions that the counterclaim was based upon written purchase orders, Dana Canada fails to present either the allegedly unfulfilled release orders or those purchase orders allegedly posted on the Extranet system. Nor does Dana Canada present evidence of the essential terms of these orders, such as the specific product being ordered, the quantity of ordered product, the order dates, and the delivery dates. See, e.g., Ware v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir. 2003) ( prima facie case of breach of contract under Pennsylvania law requires proof of essential terms of contract); Yellow Run Coal Co. v. Alma-Elly-Yv Mines, Ltd., 426 A.2d 1152, 1154-1155 (Pa.Super.Ct. 1981) (enforceable contract requires parties to agree on essential terms of agreement). Moreover, Dana Canada fails to present evidence that plaintiff "accepted" unfulfilled purchase orders for the delivery of products in spring 2004 or at a subsequent date; specifically, Dana Canada fails to provide evidence that plaintiff accepted Dana Canada's release orders in accordance with ¶ 2 of the applicable terms and conditions or that plaintiff committed to the delivery of certain orders placed on Dana Canada's Extranet system. See 13 Pa. Cons. Stat. Ann. § 2205 (requiring acceptance of offer to form contract); Yarnall v. Almy, 703 F.2d 535, 538 (Pa.Super.Ct. 1997) ("In order to form a contract, there must be an offer, acceptance, and consideration or mutual meeting of the minds."). Finally, Gilmour admitted in his deposition that Dana Canada's Extranet system was a unilateral tool of communication, rather than a binding contractual arrangement between the parties, that plaintiff never committed to fulfill any orders on Dana Canada's Extranet system, that plaintiff never provided written acknowledgment of plaintiff's acceptance of a specific purchase order, and that, as of April 1, 2005, there were no specific orders for products that plaintiff did not fulfill. (See Gilmour Dep., at 31-32, 70, 75-76, 78-80).
Paragraph two of the terms and conditions of the release order supplied by Dana Canada during discovery indicates that acceptance could only take place through plaintiff's written acknowledgment of the release, commencement of work on the goods, or delivery of goods pursuant to the release order. (See Purchase Order, at ¶ 2).
iii. Implied Contract
Although Dana Canada's brief does not expressly articulate this theory of contract formation, the arguments in support of Dana Canada's counterclaim raise the viability of such a theory. (See Dana Canada's Br., at 3) ("the customs and practices established during that thirty year relationship clearly constitute a binding contractual relationship, and should be enforced"). Under Pennsylvania law, an implied contract "may be found to exist where the surrounding circumstances support a demonstrated intent to contract." Tyco Electronics Corp. v. Davis, 2006 WL 763159, at *2 (Pa.Super.Ct. March 27, 2006). Implied contracts "arise under circumstances which, according to the ordinary course of dealing and the common understanding of men, show a mutual intention to contract." Lobar, Inc. v. Lycoming Masonry, Inc., 876 A.2d 997, 1001 (Pa.Super.Ct. 2005).
Dana Canada fails to present evidence to support the existence of an implied contract for delivery of products in 2004. For instance, Dana Canada fails to describe and document, through admissible evidence, the course of dealings between the parties that allegedly gave rise to an implied contract for plaintiff to fulfill all orders posted on Dana Canada's Extranet system, particularly when the terms of the orders changed daily, when plaintiff never agreed to fulfill orders posted on the system as of April 1, 2005, and when plaintiff was entitled to comply or not comply with the orders. (See Gilmour Dep., at 27-28, 75-76, 79-80). Nor does Dana Canada present evidence of behavior that demonstrates plaintiff's intent to deliver heat shield material to Dana Canada in spring 2004. Furthermore, assuming arguendo that Dana Canada presented evidence of conduct, dealings, and factual circumstances giving rise to an implied contract between the parties for the fulfillment of all purchase orders placed on Dana Canada's Extranet system, plaintiff has failed to present the allegedly unfulfilled purchase orders posted on the system or evidence of the essential terms of these orders. Accordingly, this theory of contract formation fails as a matter of law.
b. Breach
Assuming arguendo that Dana Canada presented evidence of a contractual arrangement, this Court also finds that Dana Canada failed to present evidence that plaintiff breached a contract, oral or written, express or implied, with Dana Canada. For instance, Dana Canada presents no evidence, such as documentation or affidavit testimony, that plaintiff breached any form of agreement for the sale of products, such as grey heat shield material. Nor do Dana Canada's unsupported conclusions of law and speculation as to the potential testimony of unidentified witnesses satisfy its burden at the summary judgment stage. See, e.g., Fireman's Ins. Co. Of Newark, N.J. v. DuFresne, 676 F.2d 965, 969 (3d Cir. 1982) ("Rule 56(e) does not allow a party resisting the motion to rely merely upon bare assertions, conclusory allegations or suspicions"). Perhaps most importantly, despite Dana Canada's contention that plaintiff defaulted on its contractual obligations in spring 2004, Gilmour testified that, as of April 2005, the date at which plaintiff ceased operations, no orders for the purchase of products remained unfulfilled by plaintiff. (See Gilmour Dep., at 78; Def. Br., at 2).
Specifically, Dana Canada states that "witnesses will testify that Quin-T had agreed to provide what is known as grey heat shield material to Dana Canada during the Spring of 2004" and that because plaintiff refused "to abide by its obligations, Dana Canada was forced to obtain the material elsewhere." (See Def. Br., at 2). Dana Canada presents no evidence in support of these conclusions.
C. Dana Canada's Motion for Summary Judgment
Dana Canada moves for summary judgment on plaintiff's remaining claims, which include promissory estoppel, misrepresentation, and tortious interference with prospective business relations. (See Def. Br., at 4-9).
1. Procedural Propriety of Dana Canada's Motion
Plaintiff argues that Dana Canada's motion should be denied because Dana Canada fails to submit a statement of material facts in support of its motion. (See Pl. Br., at 3).
This Court rejects plaintiff's procedural argument. Although paragraph six of the Court's motion practice procedures requires a party filing a motion for summary judgment to submit a "separate, concise, and explicit statement of the material facts as to which the moving party contends no genuine issue exists," the Court's procedures do not expressly identify the penalty for non-compliance. (See Judge Davis' Motions Practices and Procedures, at ¶ 6). Furthermore, the automatic denial of a motion for summary judgment based upon the failure to provide a separate statement of material facts would lead to harsh and inequitable results, particularly when the summary judgment motion and the accompanying memorandum are otherwise supported by particular factual evidence with clear citations to the record, the conceptual equivalent to a separate statement of material facts. Finally, this Court fails to uncover any prejudice to plaintiff from Dana Canada's non-compliance with paragraph six of the Court's motion practice procedures.
2. Promissory Estoppel
Dana Canada argues that plaintiff lacks evidence of a promise on behalf of Dana Canada for significant additional business pending improvement of plaintiff's heat shield product. (See Def. Br., at 4-6).
Dana Canada also argues that plaintiff's allegations in support of its promissory estoppel claim are deliberately misleading, as these allegations fail to distinguish between grey heat shield product and white heat shield product. (See Def. Br., at 5). However, because Dana Canada fails to integrate its characterization of plaintiff's allegations as misleading into its analysis of why plaintiff's promissory estoppel claim fails as a matter of law, this Court does not address Dana Canada's argument.
a. Standard
To succeed on a claim for promissory estoppel under Pennsylvania law, a plaintiff must establish the following elements: (1) a promise; (2) which the promisor should reasonably expect will induce action by the promisee, (3) which does induce such action, and (4) which should be enforced to prevent injustice to the promisee. See, e.g., C K Petroleum Products, Inc. v. Equibank, 839 F.2d 188, 192 (3d Cir. 1988).
b. Application
This Court finds that a genuine issue of material fact exists as to whether Dana Canada promised to purchase additional heat shield product from plaintiff upon the improvement of the quality of plaintiff's product. On the one hand, Mr. Perelman, plaintiff's corporate designee, conceded in his deposition that, during his interactions with Gilmour, the latter never promised plaintiff additional business, but, instead, merely stated that he would discuss this possibility with personnel from Dana Canada's headquarters. (See Perelman Dep., attached as Ex. D to Pl. Br., at 58-60). On the other hand, however, Gilmour admitted in his deposition that Dana Canada advised plaintiff that if it could improve the quality of its white heat shield product, indeed, if plaintiff could eliminate the dust problem, Dana Canada would purchase "significantly more heat shield product." (See Gilmour Dep., at 99-100). Furthermore, Jim Crotty, plaintiff's plant manager, testified in his deposition that representations of additional business were made and that, without Dana Canada's volume forecast, plaintiff would not have developed a white heat shield product in the first place. (See Crotty Dep., at 152-155; Gilmour Dep., at 12; Perelman Dep., at 15). Accordingly, a genuine issue of material fact exists as to whether Dana Canada promised to purchase additional heat shield product from plaintiff upon the initial condition that plaintiff develop a white heat shield product and upon the subsequent condition that plaintiff eliminate the dust problem from this product.
3. Misrepresentation
Dana Canada argues that plaintiff's misrepresentation claim fails as a matter of law. (See Dana Canada's Br., at 6-7). First, Dana Canada argues that plaintiff lacks any evidence of an intentional misrepresentation. (Id.). Second, Dana Canada contends that plaintiff lacks evidence of a specific loss attributable to Dana Canada's conduct. (Id., at 7).
a. Standard
In order to succeed on a claim for intentional misrepresentation under Pennsylvania law, a plaintiff must establish the following elements: (1) a representation; (2) that is material to the transaction at hand; (3) made falsely, with knowledge of its falsity or recklessness as to whether it is true or false; (4) with the intent of misleading another into relying on it; (5) justifiable reliance on the misrepresentation; and (6) resulting injury proximately caused by the reliance.See, e.g., Porreco v. Porreco, 811 A.2d 566, 570 (Pa. 2002). A claim for intentional misrepresentation must be proven by clear and convincing evidence. See, e.g., CA `De Be' Imports, Inc. v. Zim-American Israeli Shipping Co., Inc., 2005 WL 746262, at *4 (E.D. Pa. March 31, 2005) ("The initial inquiry for a district court in ascertaining the viability of a claim for fraud or intentional misrepresentation [under Pennsylvania law] is rigorous, requiring that the plaintiff demonstrate every element of the claim by clear and convincing evidence.").
The Court notes that Count VI of plaintiff's complaint does not contain allegations that address with specificity the tort of negligent misrepresentation, referring instead to Dana Canada's promise of additional business as "false" and focusing on the intent of Dana Canada at the time of the alleged promise. (See Compl., at ¶¶ 62, 67, 69). Nonetheless, for the reasons expressed in the discussion of plaintiff's intentional misrepresentation claim, the Court finds that plaintiff has failed to demonstrate that Dana Canada, through Gilmour, misrepresented the alleged conditional promise to provide additional business.
b. Application
This Court finds that plaintiff has put forth no evidence of a false statement. In its brief in opposition to Dana Canada's cross-motion for summary judgment, plaintiff only identifies one alleged promise: Gilmour informed plaintiff in 2004 that Dana Canada would continue to buy additional heat shield product if plaintiff improved the quality of its white heat shield product. (See Pl. Statement of Material Facts, at ¶ 4; Gilmour Dep., at 99-100). Although Dana Canada ultimately committed to purchase an equivalent of white heat shield product from an alternative supplier by March 2005, there is no evidence that Gilmour's alleged promise in 2004 was false or made with reckless disregard as to its truthfulness. Indeed, plaintiff fails to present evidence to suggest not only that plaintiff eliminated the dust flaw of its white heat shield product and Dana Canada nonetheless refused to purchase additional heat shield product, but also that Dana Canada, at the time Gilmour made the alleged representation, never intended to increase the volume of its business with plaintiff. See, e.g., Al Makaaseb General Trading Co. v. U.S. Steel Int'l, Inc., 412 F. Supp. 2d 485, 498 (W.D. Pa. 2006) (granting summary judgment to defendant on plaintiff's intentional misrepresentation claim in part because no evidence that alleged representation was false or made with intent to mislead plaintiff).
For instance, assuming the validity of Gilmour's alleged promise, plaintiff fails to show that Dana Canada refused plaintiff the opportunity to improve the quality of its white heat shield product or that Dana Canada chose to utilize an alternative supplier despite an objective improvement in the quality of plaintiff's white heat shield product.
This Court also finds that plaintiff has failed to present evidence that Gilmour's conditional promise of additional business was made with the intent to mislead plaintiff. Put simply, there is no evidence in the parties' summary judgment submissions that Dana Canada wanted plaintiff to develop and improve its white heat shield product for any reason other than to purchase and utilize this product. See, e.g., David Pflumm Paving Excavating, Inc. v. Found. Serv. Co., 816 A.2d 1164, 1171 (Pa.Super.Ct. 2003) (affirming grant of summary judgment to defendant on intentional misrepresentation claim because no evidence of intent to mislead). Nor does plaintiff present evidence to demonstrate why Dana Canada, who continued to rely upon plaintiff for grey heat shield product throughout 2004, would mislead plaintiff, through the allegedly spurious promise of additional business, into spending large sums of money developing and improving its white heat shield product. Further demonstrating the absence of an intent to mislead plaintiff is Gilmour's unchallenged testimony that he openly communicated to plaintiff's representatives in early 2005 the temporal and financial limitations of Dana Canada's need for an improved white heat shield product, including that Dana Canada would not pay more than a 10% increase in the cost of heat shield products, that Dana Canada would not pay for the raw materials plaintiff used to improve its white heat shield product, and that Dana Canada would use a new supplier if plaintiff could not remove the dust from plaintiff's white heat shield product. (See Gilmour Dep., at 48-55, 90).
In its interrogatory responses, plaintiff admits that "defendants ordered millions of dollars of product from the plaintiff from 2001 to 2005," thereby evincing the scope of the parties' relationship. (See Pl. Interrogatory Responses, attached as Ex. G to Pl. Response to Def. SJ. Mot., at ¶ 7).
In summary, this Court holds that no reasonable juror could find, by clear and convincing evidence, that Dana Canada's alleged promise in 2004 to purchase additional heat shield product upon the improvement of the existing quality of plaintiff's white heat shield product constitutes a false statement made with the intent to mislead plaintiff.
Because the Court grants summary judgment to Dana Canada on plaintiff's intentional misrepresentation claim based upon the absence of a false representation and of an intent to mislead plaintiff, the Court need not address Dana Canada's additional argument regarding the lack of an identifiable injury. (See Def. Br., at 7).
4. Tortious Interference with Prospective Business Relations
Dana Canada argues that plaintiff's tortious interference claim fails as a matter of law because plaintiff lacks evidence to suggest that Dana Canada interfered with a prospective business relation. (See Def. Br., at 7-9).
a. Standard
To succeed on a claim for intentional interference with prospective business relations under Pennsylvania law, a plaintiff must establish the following elements as a matter of law: (1) a prospective contractual relationship between the plaintiff and third parties; (2) a purpose or intent to harm the plaintiff by preventing the relationship from accruing; (3) the absence of privilege or justification on the part of the plaintiff; and (4) the occurrence of actual harm or damage to the plaintiff as a result of the defendant's conduct. See Advanced Power Sys., Inc. v. Hi-Tech Sys., Inc. 1992 WL 97826, *10 (E.D. Pa. 1992); Cloverleaf Dev. v. Horizon Fin. F.A., 500 A.2d 163, 167 (Pa.Super.Ct. 1985).
b. Application
This Court finds that Dana Canada is entitled to summary judgment on plaintiff's tortious interference with prospective contractual relations claim. First, plaintiff fails to identify a specific prospective customer with whom Dana Canada's behavior prevented plaintiff from entering into a contract for the supply of plaintiff's products or for the purchase of plaintiff's business. See, e.g., Applied Tech. Int'l, Ltd. v. Goldstein, 2004 WL 2360388, at *5-6 (E.D. Pa. Oct. 20, 2004) (dismissing claim for tortious interference with prospective business relations because plaintiff failed to "identify specific business relationships suffering as a result of the defendant's interference"). Indeed, Crotty testified that he was not aware of any potential purchaser with which Dana Canada communicated to the detriment of plaintiff. (See Crotty Dep., attached as Ex. A to Def. Br., at 180-181); Northeast Jet Center, Ltd. v. Lehigh-Northampton Airport Auth., 1996 WL 442784, at *12-13 (E.D. Pa. Aug. 1, 1996) (granting summary judgment to defendant on plaintiff's tortious interference claim because plaintiff failed to raise objective proof of reasonable probability of developing contractual relationship with other entities); Pyle v. Meritor Savings Bank, 1996 WL 115048, at *5 (E.D. Pa. March 13, 1996) (granting summary judgment to defendant on plaintiff's tortious interference claim because plaintiff failed to produce evidence, such as affidavits from prospective employers, that allegedly defamatory statements caused prospective employers to refuse to hire plaintiff). Second, plaintiff fails to present evidence to raise the inference that Dana Canada's behavior towards plaintiff was motivated by an intent to prevent plaintiff from forming future contractual relationships. See, e.g., Zions First Nat'l Bank, NA. v. United Health Club, Inc., 704 F.2d 120, 125 (3d Cir. 1983) (affirming summary judgment to defendant when plaintiff fails to provide evidence of intent to harm plaintiff by preventing formation of contractual relationship); Cont'l Technical Serv. Of Georgia, Inc. v. PECO Energy Co., 1997 WL 135687, at *4 (E.D. Pa. March 13, 1997) (granting summary judgment to defendant on plaintiff's tortious interference claim because no evidence of purpose or intent to harm plaintiff). Finally, the Court notes that plaintiff's brief and statement of material facts fail to address directly plaintiff's tortious interference claim, thereby implicitly acknowledging the lack of evidence to support this cause of action.
D. Conclusion
For the following reasons, this Court grants summary judgment to plaintiff on Dana Canada's counterclaim. An appropriate Order follows.
ORDER
AND NOW, this 13th day of April 2006, upon consideration of plaintiff's motion for summary judgment (Doc. No. 46) and of Dana Canada's cross-motion for summary judgment (Doc. No. 55), it is hereby ORDERED as follows:1. Plaintiff's motion for summary judgment (Doc. No. 46) is GRANTED. Summary judgment is granted in favor of plaintiff and against Dana Canada on Dana Canada's counterclaim.
2. Dana Canada's motion for summary judgment (Doc. No. 55) is GRANTED in part. Summary judgment is granted in favor of Dana Canada and against plaintiff on plaintiff's claims for misrepresentation and tortious interference with prospective contractual relations.
3. Dana Canada's motion for summary judgment (Doc. No. 55) is DENIED in all other respects.