The opinion of the court was delivered by: Eduardo C. Robreno, J.
On December 16, 2008, Plaintiff Global Energy Consultants LLC ("GEC"
or "Plaintiff") initiated this action against Defendants Holtec
Manufacturing, Inc. and Holtec Manufacturing Division, Inc. ("Holtec"
or "Defendant"),*fn1 asserting claims of breach of
contract arising out of Holtec's alleged breach of a non-circumvention
agreement between the parties. Defendant brings a Partial Motion for
Summary Judgment as to Plaintiff's remaining claims.*fn2
For the reasons set forth below, the Court will grant
Defendant's Motion for Partial Summary Judgment.
In September of 2001, GEC approached Holtec with an invitation to join a team that GEC was creating to pursue spent nuclear fuel ("SNF") storage projects in Europe. (Plf.'s Part. Mot. Summ. J., Ex. 1 (Letters from GEC to Defendants).) Before learning the details of this invitation, GEC had Holtec sign confidentiality and non-circumvention agreements ("Agreement"). (Plf.'s Part. Mot. Summ. J., Ex. 2 (Letter from Defendant and GEC).) Pursuant to the contract GEC would provide information, concepts, and ideas: to assist the parties in their evaluation of a possible business relationship with each other related to various possible businesses, and arrangements; and during the conduct of such business resulting from said evaluations or other considerations...
(Diehl Decl. Ex. 8.) The Agreement also included a noncircumvention clause:
Each party acknowledges that Holtec and GEC may be in similar businesses, and are not constrained by this Agreement with respect to other business activities except solely to the extent of the express prohibitions contained herein. Each party further agrees to not circumvent the other party, or to circumvent the other party to the other party's clients without written authorization. (Id. at ¶ 8.)
Following the signing of the Agreement, GEC sent to Holtec a brief overview of the proposal and an "Executive Summary" of GEC's Business Plan. (Plf.'s Part. Mot. Summ. J., Ex. 3.) Mr. Thomas Jones, President of GEC, explained to Holtec that he had developed a concept of an international SNF storage facility with an initial focus on three countries, including Ukraine and Switzerland. However, GEC's plan for an international SNF storage facility did not ultimately materialize.
GEC alleges that Holtec used the information that GEC provided, as well as GEC's contacts and efforts to obtain contracts for SNF storage within Ukraine and Switzerland. GEC alleges that these actions are a breach of their Agreement.
In Defendant's Partial Motion for Summary Judgment, Defendant argues that it is entitled to judgment as a matter of law because the parties' Agreement is unenforceable. (See generally Def. Part. Mot. Summ. J., Docket No. 56.) Plaintiff responds that the Agreement is enforceable because it is not ambiguous or indefinite. (See generally Plf.'s Resp., Docket No. 94.) For the reasons below, Defendant's Partial Motion for Summary Judgment will be granted because the parties' Agreement is unenforceable as a matter of law.
1. Motion for Summary Judgment under Rule 56 Summary judgment is appropriate if there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a). "A motion for summary judgment will not be defeated by 'the mere existence' of some disputed facts, but will be denied when there is a genuine issue of material fact." Am. Eagle Outfitters v. Lyle & Scott Ltd., 584 F.3d 575, 581 (3d Cir. 2009) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986)). A fact is "material" if proof of its existence or nonexistence might affect the outcome of the litigation, and a dispute is "genuine" if "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson, 477 U.S. at 248.
In undertaking this analysis, the court views the facts in the light most favorable to the nonmoving party. "After making all reasonable inferences in the nonmoving party's favor, there is a genuine issue of material fact if a reasonable jury could find for the nonmoving party." Pignataro v. Port Auth. of N.Y. & N.J., 593 F.3d 265, 268 (3d Cir. 2010) (citing Reliance Ins. Co. v. Moessner, 121 F.3d 895, 900 (3d Cir. 1997)). While the moving party bears the initial burden of showing the absence of a genuine issue of material fact, meeting this obligation shifts ...