The opinion of the court was delivered by: SYLVIA H. RAMBO
On October 3-4, 1994, this court conducted a nonjury trial in the captioned action. Three counts of the complaint were disposed of at the summary judgment phase, and three counts remained for trial. At the conclusion of the bench trial, the parties requested permission to submit post-trial briefs to summarize the evidence and argue the issues. The court acquiesced to their request. The court is in receipt of the parties' post-trial briefs, including proposed findings of fact and conclusions of law. Thus, the matter is now ripe for disposition.
1. Plaintiff Sonfast Corporation ("Sonfast"), is a Maryland Corporation with its principal place of business located at 6675 Santa Barbara Road, Elkridge, Maryland.
2. Sonfast supplies commercial and industrial fasteners utilized in the manufacturing of various equipment and machinery.
3. Defendant York International Corporation ("York"), is a Delaware corporation with its principal place of business located at 631 Richland Avenue, York, Pennsylvania.
4. York is a manufacturer of cooling and air conditioning equipment ranging from products designed for household use to customized units for commercial and manufacturing facilities.
5. In the course of its manufacturing, York uses a variety of Fasteners (nuts, bolts, screws and similar articles) to assemble the sheet metal and other materials used in its products.
6. Sonfast and York executed a Fastener Purchasing Agreement dated December 15, 1986 ("Fastener Purchasing Agreement").
7. The Fastener Purchasing Agreement was prepared by Sonfast.
8. The Fastener Purchasing Agreement was executed by York on behalf of its Central Environmental Systems ("CES") Division.
9. The CES Division of York was composed of plants at Norman, Oklahoma; Madisonville, Kentucky; and, Elyria, Ohio.
10. Pursuant to P 2 of the Fastener Purchasing Agreement, the original term of the Agreement was from January 1, 1987 to December 31, 1991.
12. By letter dated October 18, 1989, certain other fasteners were added to the Fastener Purchasing Agreement.
13. By written Addendum dated January 1, 1990, the parties extended the term of the Fastener Purchasing Agreement to December 31, 1993.
14. The Fastener Purchasing Agreement and subsequent addenda covered only a portion of the fasteners used by the CES Division.
15. Paragraph 14 of the Fastener Purchasing Agreement states that "(this agreement is subject to cancellation in whole or in part should Sonfast's performance significantly fall below minimum acceptable levels with regard to pricing, delivery, quality or service."
16. Terry Bowman and Richard Hoover are York employees who were involved with purchasing for the CES Division during the duration of York's relationship with Sonfast.
17. In 1991, Terry L. Bowman was promoted to a new position as Director of Purchasing for the CES Division of York.
18. In his new position, Terry Bowman was responsible for handling the procurement of commodities, including fasteners, for the CES Division of York.
19. Steve Yount was the Sonfast employee responsible for servicing the York account.
20. In late 1991, Terry Bowman decided to rebid the contract to supply fasteners to the CES Division.
21. Conducting the rebid was part of Terry Bowman's overall strategy to consolidate sources for fastener purchases, obtain a just-in-time delivery system, and change salt spray requirements.
22. Prior to conducting the rebid, Terry Bowman solicited bids from a number of suppliers to test the market for fasteners.
23. Based upon these bids, Terry Bowman concluded that York might be paying Sonfast too much for the fasteners it was purchasing.
24. In or about November of 1991, Terry Bowman informed Steve Yount that York intended to rebid the CES fastener requirements.
25. When informed of York's intentions to rebid, Steve Yount objected and pointed to the Fastener Purchasing Agreement which entitled Sonfast to supply the CES Division requirements through December 31, 1992.
26. York never informed Sonfast that its performance pursuant to P 14 of the Fastener Purchasing Agreement fell below the required minimum acceptable levels with regard to pricing, delivery, quality or service.
27. Paragraph 8 of the Agreement places the burden on Plaintiff to remain competitive with current market prices ...