not communicate it in a confidential manner. The letter was
transmitted after the notice of termination, it gave no
indication that the marketing survey was confidential, and it
did not list any restrictions on the use of the information.
Moreover, this so-called trade secret is merely a marketing
survey containing only general information collected by a
marketing research firm. This is not the type of confidential
customer information contemplated by the court in Morgan's Home
D. Unjust Enrichment
Keeler-Hoff has also asserted a claim for unjust enrichment
based on the allegation that prior to the October, 1989,
notice of termination Allen-Bradley had already made the
determination to terminate its distributor agreements
effective January, 1990. Keeler-Hoff argues that Allen-Bradley
has been unjustly enriched through its efforts to sell and
promote Allen-Bradley products during this period, which now
redound to the benefit of Allen-Bradley through the
distributor which replaced Keeler-Hoff. This argument lacks
merit. Keeler-Hoff seems to be arguing that had it known the
agreements would be terminated prior to the notice given by
Allen-Bradley its efforts to fulfill its obligations under the
agreements would have been somewhat less zealous and
effective. Regardless of whether Allen-Bradley notified
Keeler-Hoff of its intent to terminate the agreements, the
quality of Keeler-Hoff's performance under the agreements, no
matter how impressive, can not support a claim for unjust
enrichment. See EFCO Importers v. Halsobrunn, 500 F. Supp. 152,
158 (E.D.Pa. 1980) (quasi-contract doctrine of unjust
enrichment is inapplicable when the relationship between the
parties is founded on a written agreement or express contract);
Schott v. Westinghouse Electric Corp., 436 Pa. 279, 290,
259 A.2d 443, 448 (1969) (same).
E. Breach of Contract
Finally, Keeler-Hoff claims that Allen-Bradley breached the
distributor agreements by failing to supply Keeler-Hoff for
the Stedens project. Allen-Bradley contends that it was
permitted under the agreements to refuse to sell products to
Keeler-Hoff for the Stedens project because the order was
placed after the notice of termination and would require a
commitment beyond the termination date of January 5, 1990.
This refusal was based on ¶ 16 of the agreements which
provides, "[i]n the event of any termination of this Agreement,
Allen-Bradley shall have the right to cancel any or all
While Allen-Bradley contends that the Stedens project could
not be completed before the termination date, it offers no
evidence to support this contention. Keeler-Hoff, through the
affidavit of its president, Samuel Hoff, asserts that it could
have completed the Stedens project prior to the termination
date had Allen-Bradley acted on the order on a timely basis.
In addition, as Keeler-Hoff correctly points out, by its
express terms ¶ 16 applies only to Allen-Bradley's right to
cancel orders in the event of "termination," it does not state
that it applies in the event of "notice of termination."
Consequently, ¶ 16 applies only to unshipped orders as of the
termination date, January 5, 1990, not the notice of
termination date, October 4, 1989.
Therefore, if the Stedens project could have been completed
prior to January 5, 1990, a material fact at issue in the
instant case, Allen-Bradley may have breached the distributor
agreements. Accordingly, summary judgment will be denied on
We therefore enter the accompanying order.
For the reasons stated in the accompanying memorandum, IT IS
1. Defendant's motion (Record Document No. 50, filed
November 19, 1990) for summary judgment, is granted in part
and denied in part.
2. Defendant is granted summary judgment on all of
plaintiff's claims with the exception of Count III of the
complaint, which is based on defendant's alleged breach of
contract for failure to supply plaintiff prior to the
termination of their
contract. Accordingly, the Court will defer entry of judgment
in favor of the defendants and against the plaintiffs on
Counts II, IV, V, VI and VII of plaintiff's complaint until
the conclusion of this action.