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STELWAGON MFG. CO. v. TARMAC ROOFING SYS.

September 12, 1994

STELWAGON MANUFACTURING COMPANY, Plaintiff,
v.
TARMAC ROOFING SYSTEMS, INC., Defendant.



The opinion of the court was delivered by: EDUARDO C. ROBRENO

 EDUARDO C. ROBRENO, J.

 SEPTEMBER 12, 1994

 This antitrust and breach of contract action was tried to a jury, which rendered a verdict in plaintiff's favor. Post-trial motions were subsequently filed, with defendant claiming various points of legal and trial error. For the reasons herein stated, the defendant's motion for judgment as a matter of law and for a new trial will be denied, but its motion for remittitur will be granted. *fn1"

 I. BACKGROUND

 Stelwagon Manufacturing Company ("Stelwagon") is a wholesale distributor of roofing and related materials. *fn2" In early 1988, Stelwagon entered into an oral, semi-exclusive distributorship agreement with Tarmac Roofing Systems, Inc. ("Tarmac"), for the distribution of Tarmac's modified asphalt products ("MAPs") in the Philadelphia area. MAPs are rolled roofing products used to cover flat roofs, and are sold to roofing contractors. See Tr. of 12/14/93, at 56-57 (Keenan). Stelwagon sold Tarmac-brand MAPs in 1988 and 1989 without incident in the relationship and with steadily improving results. In early 1989, Stelwagon became aware of sales made to its competitors in violation of the agreement. Some of these sales were also made at preferential prices. Stelwagon complained to Tarmac, and eventually brought the instant action, alleging breach of contract as well as price discrimination in violation of federal antitrust law. See 15 U.S.C. §§ 13(a), 15.

  Defendant moved at the close of plaintiff's case, and again at the close of all the evidence, for judgment as a matter of law pursuant to Federal Rule of Civil Procedure 50(a)(1) *fn3" on all counts of plaintiff's complaint. Both of these motions were denied and the case was submitted to the jury, which rendered a verdict in plaintiff's favor on the breach of contract and price discrimination claims, awarding plaintiff $ 1,500,000 and $ 772,000 respectively. The Court trebled the antitrust damages, see 15 U.S.C. § 15, and entered judgment in plaintiff's favor in the amount of $ 3,816,000. Defendant now renews its motion, and, in the alternative, requests a new trial or remittitur. See Fed. R. Civ. P. 50(b), 59(a). *fn4"

 II. DISCUSSION

 A. Legal Standards

 The discarding of a jury verdict and entry of judgment as a matter of law in favor of the party who failed to prevail at trial is not lightly done. The evidence in the case must be viewed in the light most favorable to the successful party, and every reasonable inference therefrom must be drawn in that party's favor. See Fineman v. Armstrong World Indus., Inc., 980 F.2d 171, 190 (3d Cir. 1992), cert. denied, 122 L. Ed. 2d 677, U.S. , 113 S. Ct. 1285 (1993); Fireman's Fund Ins. Co. v. Videfreeze Corp., 540 F.2d 1171, 1178 (3d Cir. 1976) ("The trial judge, in his review of the evidence, . . . must expose the evidence to the strongest light favorable to the party against whom the motion is made and give him the advantage of every fair and reasonable inference."), cert. denied, 429 U.S. 1053, 50 L. Ed. 2d 770, 97 S. Ct. 767 (1977). It is impermissible to question the credibility of witnesses, or to weigh conflicting evidence as would a fact-finder. See Parkway Garage, Inc. v. City of Philadelphia, 5 F.3d 685, 691 (3d Cir. 1993). Applying these precepts, a jury verdict can be displaced by judgment as a matter of law only if "the record is 'critically deficient of that minimum quantum of evidence from which the jury might reasonably afford relief.'" Dawson v. Chrysler Corp., 630 F.2d 950, 959 (3d Cir. 1980) (quoting Denneny v. Siegel, 407 F.2d 433, 439 (3d Cir. 1969)), cert. denied, 450 U.S. 959 (1981).

 Similar concerns restrict the Court's discretion in ordering a new trial pursuant to Federal Rule of Civil Procedure 59. "Such an action effects a denigration of the jury system and to the extent that new trials are granted the judge takes over, if he does not usurp, the prime function of the jury as the trier of the facts." Lind v. Schenley Indus., Inc., 278 F.2d 79, 90 (3d Cir.) (in banc), cert. denied, 364 U.S. 835, 5 L. Ed. 2d 60, 81 S. Ct. 58 (1960). A new trial on the basis that the verdict is against the weight of the evidence can be granted "only where a miscarriage of justice would result if the verdict were to stand." Klein v. Hollings, 992 F.2d 1285, 1290 (3d Cir. 1993). Where the proffered basis is trial error, "the court's inquiry . . . is twofold. It must first determine whether an error was made in the course of the trial, and then must determine whether that error was so prejudicial that refusal to grant a new trial would be inconsistent with substantial justice." Farra v. Stanley-Bostitch, Inc., 838 F. Supp. 1021, 1026 (E.D. Pa. 1993) (quotation marks omitted), aff'd without op., F.3d (3d Cir. July 22, 1994); see Fed. R. Civ. P. 61. An error in jury instructions must be so substantial that, viewed in light of the evidence in the case and the charge as a whole, "'the instruction was capable of confusing and thereby misleading the jury.'" Link v. Mercedes-Benz of N. Am., Inc., 788 F.2d 918, 922 (3d Cir. 1986) (quoting United States v. Fischbach & Moore, Inc., 750 F.2d 1183, 1195 (3d Cir. 1984)).

 B. Breach of Contract Claim

 
1. Failure to establish the terms of the contract by clear and precise evidence

 The parties agree that, under Pennsylvania law, *fn5" the terms of an oral contract must be established by clear and precise evidence in order to be enforceable. *fn6" Richardson v. John F. Kennedy Memorial Hosp., 838 F. Supp. 979, 987-88 (E.D. Pa. 1993); Gorwara v. AEL Indus., Inc., 784 F. Supp. 239, 242 (E.D. Pa. 1992). The clear and precise standard, however, does not require that there be undisputed evidence in the record. Rather, "once it is determined that the parties intended to form a binding agreement, certainty of terms is important only as a 'basis for determining the existence of a breach and for giving an appropriate remedy.'" Browne v. Maxfield, 663 F. Supp. 1193, 1198 (E.D. Pa. 1987) (quoting Restatement (Second) of Contracts § 33). "Exact precision" is not required. Richardson, 838 F. Supp. at 988. The jury is to determine the terms and the parties' understanding thereof, viewed in light of all the surrounding circumstances. See Lucacher v. Kerson, 355 Pa. 79, 48 A.2d 857, 857-58 (Pa. 1946); McCormack v. Jermyn, 351 Pa. 161, 40 A.2d 477, 479-80 (Pa. 1945); Kirk v. Brentwood Manor Homes, Inc., 191 Pa. Super. 488, 159 A.2d 48, 51 (Pa. Super. 1960). At trial, testimony concerning the distributorship agreement was offered by numerous witnesses, including John Keenan, plaintiff's vice-president and general manager, and Gordon Amhaus, former vice-president of sales and marketing at Tarmac. *fn7" That there were conflicts or ...


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