NEW ENGLAND INTERCONNECT SYSTEMS, INC v. AEES, INC, No. 2:2010cv00758 - Document 26 (W.D. Pa. 2010)

Court Description: MEMORANDUM and ORDER denying 7 Motion to Dismiss without prejudice. Signed by Chief Judge Gary L. Lancaster on 12/13/10. (map)

Download PDF
NEW ENGLAND INTERCONNECT SYSTEMS, INC v. AEES, INC Doc. 26 IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA NEW ENGLAND INTERCONNECT SYSTEMS, INC., Plaintiff, Civil Action No. 10­0758 v. AEES, INC., Defendent. MEMORANDUM Gary L. Lancaster, Chief Judge. December This is an action in contract. Interconnect Systems, Inc. , ("NElS" ) 2010 Plaintiff New England alleges a breach of contract and demands recovery under the Pennsylvania Uniform Commercial Code, 13 Pa. Cons. Stat. seeks consequential and § incidental 2101, et seq. damages, judgment interest, costs and attorney's fees. pre Plaintiff and post­ Defendant, AEES, Inc., has filed a motion to dismiss arguing that plaintiff cannot state a claim for relief under Federal Rule of Civil Procedure 12(b) (6) because the contractual period of limitations has run. 1 Dockets.Justia.com For the reasons set rth below, defendant's motion will be denied. I. Background Accepting plaintiff's allegations as true the purposes of deciding this motion, the facts pertinent to this case are as follows: Beginning in 2006, NElS negotiated with about NElS' ability to supply Coaxial Antenna Assembly units for certain OnStar systems. On October 12, 2006, NElS submitted a quotation to supply 128,000 ts at a price of $11.56 wi th NElS to pay for all tooling costs. that defendant would be obligat re t, r This quote provided to reimburse NElS for t non­ Ie purchase of raw materials required to manufacture the units in the event contract and incorporated ot on NElS' c website. One of r terms and conditions avail se terms was that 1 materials could not could be returned or credi fendant failed to complete the 0 e rs for cancelled, that no mater Is , and that cancellations would only be ef cti ve on terms that would indemnify the seller on the loss of the order. 1 Defendant AEES, Inc., formerly did business lor is successor­in­interest to AFL Auto, L.P., and Alcoa EES. 2 Defendant sent a letter dated October 26, 2006, which accepted NElS' quote by agreeing to the per unit price of $11.56, agreeing that NElS would pay for all tooling costs, and asking that NEIS be prepared to supply 150,000 units as opposed to 128,000. NElS began shipments in December 2006. On May 10, 2007, defendant asked NEIS to revise the existing agreement and provide a quote for are­engineered version of the Coaxial Antenna Assembly. NElS did so, offering to make 250,000 units available at a price of $11.73 per unit. On June 19, 2007, balance of the 0 defendant requested that NEIS cancel the ginal order and replace it with 250,000 of the re­engineered units at $11.73 agreement was iss per unit. No new purchase wi th respect to this modification. NElS ordered the raw materials necessary for the production of these units and began production. NElS contends that due to defendant's engineering modification to the units, NEIS was left with an inventory of obsolete units and specially ordered raw materials. Therefore, NElS invoiced defendant for those items, as per the terms and conditions referenced in the October 12, 2006 quote, which did not allow for cancellation of orders that required special materials. 3 In January of 2008, fendant sted a price reduction on all business it was doing with NElS, including re­eng red Coaxial Antenna Assembly units. granted, although no separate purchase This 0 r st was was issued. However, on February 19, 2008, defendant sent NElS a Blanket Purchase Order which purport fendant was purchasing Antenna Assembly units. from to cover all of the goods NElS, including the Coaxial The Blanket Purchase Order stated that defendant's Standard Purchase Order Terms, "as amended from time to time," would govern all of defendant's purchases and listed a link to a website where the terms could be found. Defendant's Standard Purchase Order Terms included a provision stating that any action on a claim against defendant must commence within one year from the time the cause of action accrued. It also i uded a Blanket Purchase Order set clause which stated that the h the entire agreement of the parties and superseded any prior agreements. 1 at ions term was removed from t The one­year Standard Purchase Order Terms available at defendant's website by December of 2008. Throughout this period NElS continued to supply defendant with the re­engineered Coaxial Antenna Assembly units, and as of July 2010, 168,000 of the 250,000 units requested had 4 been Ii vered, but de ndant corrununicated that they would not accept additional units or pay for NElS' returnable raw materials. NElS then inventory of non- sued for breach of contract. II. Legal Standard In considering a Rule 12(b) (6) motion, we must be mindful that federal courts require notice pleading, as opposed to the heightened standard of fact pleading. Civil Procedure 8 (a) (2) requires only "'a short statement of the claim showing that reI f,' in order to ' Federal Rule of and the defendant f r notice of what the II Conle v. Twombl in pleader is entitled to claim is and the grounds on which it rests.' Atlantic Co p 550 U.S. 554, 555 (2007) Bell (quoting v. Gibson, 355 U.S. 41, 47 (1957)). ss, plaintiff must allege To survive a motion to di suf cient s that, if accepted as true, state "a claim to relief that is plausible on its face. Ashcroft v. I 129 S.Ct. 1937, 1949 (2009) (quoting Twombl , 550 at 570)). A claim has II cial plausibility when a plaintiff pleads cts that allow the court to draw the reasonable inference that the defendant may be liable for the misconduct alleged. - - - - - " ' - I I 1949. 129 s. ct. at However, the court is "'not bound to accept as true a 5 legal conclusion couched as a factual allegation.'" S.Ct. at 1950 (quoting Twombly, Fowler v. UPMC 550 U.S. at 555)); see also 578 F.3d 203, 210 (3d Cir. 2009). Therefore, when Ru Iqbal, 129 ciding a motion to dismiss under 12 (b) (6), we apply the f lowing rules. The facts alleged in the complaint, but not the legal conclusions, must be taken as true and all reasonable i rences must be drawn in favor of plaintiff. Iqbal, 129 S.Ct. at 1949; Twombly, 550 U.S. at 555. We may unli not dismiss a complaint merely because it appears ly or improbable that plaintiff can prove t alleged or will ultimately prevail on the mer U.S. at 556, 563 n.8. alleged raise a Twombly, 550 Instead, we must ask whether the facts reasonable expectation that discovery will reveal evidence of the necessary elements. short, the mot s. facts Id. at 556. In to dismiss should not be granted if plaintiff alleges facts which could, if established at trial, enti tle him to relief. Id. at 563 n.8. It is on this standard that the court defendant's motion. arguments of counsel reviewed Based on the pleadings of record, the and the briefs filed in support and opposition thereto, the court is not persuaded that NElS cannot, upon a trial, establish a case that would ent 6 le it to relief. III. Discussion Defendant has moved for dismissal on t its Blanket Purchase Order, is grounds that in February, 2008, required NElS to bring any action alleging breach of contract within one year. Defendant asserts that the one­year 1 tat ions period came a part of the governing contract by operation of 13 Pa. Cons. Stat. § 2207, which governs situations where contracts are created by a "battle" of forms. Inc. v. Wyse Technology, See St 939 F.2d 91, Saver Data S 99 (3d Cir. 1991). Defendant asserts that NElS has no legal grounds for relief because NElS did not file its complaint until June 3, 2010, and its claims must be dismissed under Procedure 12 (b) (6) .2 Defendant Federal Rule of Civil rther claims that NElS admitted that defendant's 2008 Standard Purchase Order Terms were a part its contract with defendant in its original complaint, and that this admission constitutes a factual averment that is binding on NElS. Defendant has also asked this court to dismiss NEIS' complaint under Fed. R. Civ. P. 15 (a) (2) & 41 (b) on the basis that plaintiff's amended complaint was filed in an unt ly manner. Rule 15 allows is court to g leave to amend t complaint as justice requires, and this court has granted such leave. 2 7 Plaintiff claims that defendant's form, which included the limitations clause, was irrelevant to the formation of the supply contract; there the normal statute of 1 tations for contracts cases applies. The court finds that plaintiff has adduced sufficient facts that, if accepted as true, state a plausible claim for relief. Therefore, defendant's motion to di ss will be denied. As this is a contract dispute relat goods, and as this contract was creat forms, 13 Pa. Cons. Stat. contract. § to the sale of wi th an exchange of 2207 governs the formation of the Section 2207 states as follows: Additional terms in acceptance or confirmation (a) General rule.­­A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable t operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly rna condi tional on assent to the additional or dif terms. (b) Ef on contract. ­­ addi tional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of t contract unless: (1) the of r expressly limits acceptance to the terms of the of r; (2) they materially alter it; or 8 (3) notification of objection to them has already given or is given within a reasonab time after notice of them is received. (c) Conduct establishing contract. ­Conduct by both parties which recognizes t existence of a contract is sufficient to est ish a contract for sale although the writings of the parties do not se establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, t her with any supplementary terms incorporated under any other ovisions of this title. 13 Pa. Cons. Stat. § 2207. The statute of limitations Pennsylvania is 4 Determinations as ars. 42 Pa. to contract contract actions Cons. Stat. § formation 5525 (a) (8). and what documents evidence the parties' agreements are made as a matter of law. . .c.=:. .c.::. . . . t:. . : e=­:e=­=l: . . :e: . . :r=­_.=s=-__ . ., 8 5 4 A . 2 d 4 2 5 , 4 33 (Pa.2004). In ruling on a motion to di moving party's ctual, but not legal, assertions to be true. NElS has alleged t 2006 when defendant acceptance did not did include a requested to ss, we take the non- a contract was formed as of October 26, ed its October 12, 2006 quote. lude terms additional to the offer, but dif rent term, 150,000, The instead changing t of 128,000. 9 amount of units resultant contract included NEIS' Terms and Conditions, which gave notice orders involving special materials could not s contract did not cancelled. a limitations clause, making the statutory 4­years limitat riod applicable. Defendant cancel this order on June 19, 2007, asking it be replaced with an order for 250,000 re­engineered al Antenna Assembly units, but no new purchase agreement was issued. Therefore, t terms of the October 12, 2006 quote rned, which did not r breach. NEIS a limitations period on actions 1 now cIa parties' agreement when that defendant ached the remaining refused to pay for t units and raw materials from the 2006 agreement, and brought sui t on that claim on June 3, 2010, wi thin the statutory 4 year 1 court, ars that on the record before the Therefore, it t. NEIS has stated a c im for which relief might be ant As contract for to its refusal aim that defendant to accept the is in breach of remaining 82,000 re nee red units from t June 19, 2007 request, on the record re this court it ars that even if t ket Purchase Order became a part of the those terms were only terms of the rt ies' agreement, place from February 2008 until December 10 2008. The record does not yet demonstrate how many units were del within this t ­frame, but NElS has entered evidence that demonstrates that some units were delivered outside of this this window, when the 4­year statute of 1 Therefore, NElS has stated a granted, and the court tations applied. claim on which relief may ines to grant defendant's motion on the record before it. IV. Conclusion For the forgoing reasons, AEES Inc.'s motion to dismiss will be denied on the record currently before this court. However, this denial is without prejudice to raise these issues again after the completion of discovery. An appropriate 0 r follows. 11 IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA NEW ENGLAND INTERCONNECT SYSTEMS, INC., Plaintiff, Civil Action No. 10­0758 v. AEES, INC., Defendent. ­ ORDER AND cons NOW, this l"3 ""day of December 2010, upon tion of defendant's Motion to Dismiss and accompanying fs, IT IS HEREBY ORDERED that defendant's motion is DENIED without Cc: judice. All counsel of Record

Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.