The opinion of the court was delivered by: McCLURE, District Judge.
This is a contract action based on diversity jurisdiction.
Plaintiff Keeler-Hoff Supply Company, Inc. ("Keeler-Hoff")
filed a complaint on March 20, 1990 in the Court of Common
Pleas of Lycoming County. Subsequently, the defendant,
Allen-Bradley Company, Inc. ("Allen-Bradley"), removed the
case to the United States District Court for the Middle
District of Pennsylvania. On September 8, 1990 the Court
granted Allen-Bradley's motion for partial judgment on the
pleadings, pursuant to Fed.R.Civ.P. 12(c), with respect to
Count I of the complaint. On November 19, 1990, Allen-Bradley
filed a motion for summary judgment on the remaining counts of
The undisputed material facts, as alleged in the pleadings
may be summarized as follows:
Keeler-Hoff, a Pennsylvania corporation, is in the business
of selling, distributing and dealing in plumbing, heating,
electrical and industrial products and related services on
behalf of the manufacturers of such products. Allen-Bradley,
a Wisconsin corporation, manufactures various electrical and
industrial products and sells these products through dealers
In 1983 Keeler-Hoff entered into a contractual relationship
with Allen-Bradley. The foundation for this relationship is
three distributor agreements, two entered into in 1983 and one
in 1986, appointing Keeler-Hoff as the distributor of
Allen-Bradley products for certain north-central Pennsylvania
counties.*fn1 In the early months of 1989, Allen-Bradley
began to express concern to Keeler-Hoff with respect to the
sale of its products. As a result of meetings and discussions
between representatives of the two companies, a joint sales
and marketing plan was developed by Allen-Bradley and
subsequently accepted by Keeler-Hoff. The joint sales and
marketing plan was communicated to Keeler-Hoff by letter dated
June 14, 1989. The plan purported to cover the period from
June 1, 1989 to September 30, 1990, and it was represented to
Keeler-Hoff that the plan would be used as a benchmark by
Allen-Bradley to measure Keeler-Hoff's contract performance
during that time period.
By notice dated October 4, 1989, Allen-Bradley terminated
all three of its distributorship agreements with Keeler-Hoff
effective January 5, 1990. This termination was made pursuant
to ¶ 16A of the agreements, which provides:
After the notice of termination was received, Keeler-Hoff
communicated the results of a telemarketing survey dated
October 12, 1989 to Allen-Bradley. Also, in November of 1989,
Keeler-Hoff's request for a quotation on a project labeled
"Stedens" was rejected.*fn2 Allen-Bradley believed that the
Stedens project would require a commitment beyond the January
5, 1990 termination date and exercised what it believed to be
its contractual right to refuse to sell products, pursuant to
¶ 16 of the distributor agreements, which states "[i]n the
event of any termination of this Agreement, Allen-Bradley shall
have the right to cancel any or all unfilled orders."
Summary judgment is appropriate only when there is no
genuine issue of material fact to be resolved. Fed.R.Civ.P.
56. All doubts as to the existence of a genuine issue of
material fact must be resolved against the moving party. The
entire record must be examined in a light most favorable to
the non-moving party. Continental Insurance v. Bodie,
682 F.2d 436, 438 (3d Cir. 1982). If there is no genuine issue of
material fact, summary judgment may be granted to the party
entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c).
Since a motion for summary judgment is designed to go beyond
the pleadings, factual specificity is required of a party who
opposes such a motion. Celotex Corp. v. Catrett, 477 U.S. 317,
322-23, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265, 273 (1986).
Accordingly, in order to defeat a properly supported motion for
summary judgment, a party may not merely restate the
allegations of his complaint. Farmer v. Carlson, 685 F. Supp. 1335,
1339 (M.D.Pa. 1988). Nor can a party rely on self-serving
conclusions, unsupported by specific facts in the record.
Celotex Corp. v. Catrett, supra, 477 U.S. at 322-23, 106 S.Ct.
at 2552-53, 91 L.Ed.2d at 273. A non-moving party must point to
concrete evidence in the record which supports each essential
element of ...