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HOFF SUPPLY CO. v. ALLEN-BRADLEY CO.

July 9, 1991

HOFF SUPPLY COMPANY, T/A KEELER-HOFF SUPPLY COMPANY, PLAINTIFF,
v.
ALLEN-BRADLEY COMPANY, INC., DEFENDANT.



The opinion of the court was delivered by: McCLURE, District Judge.

MEMORANDUM

I. PROCEDURAL HISTORY

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 plaintiff's complaint.

II. RELEVANT FACTS

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 or distributors.

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:

  [e]xcept for the condition set forth in Paragraph
  10 hereof, this Agreement shall run for a term of
  one year from date and shall be automatically
  renewed from year to year thereafter, provided,
  however, that either party may terminate

  the same at any time, with or without cause, by
  giving the other party written notice by
  registered mail not less than ninety (90) days in
  advance of termination.

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."

III. STANDARD OF REVIEW

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 ...


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