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Creative Pultrusions, Inc. v. Cooper B-Line, Inc.

United States District Court, W.D. Pennsylvania

November 12, 2019

CREATIVE PULTRUSIONS INC., Plaintiff,
v.
COOPER B-LINE, INC., D/B/A EATON B-LINE, Defendant.

          MEMORANDUM OPINION

          KIM R. GIBSON JUDGE

         I. Introduction

         Pending before the Court is Defendant Cooper B-Line, Inc., d/b/a Eaton B-Line's ("Defendant") Motion for Partial Judgment on the Pleadings against Plaintiff Creative Pultrusions, Inc. ("Plaintiff"). (ECF No. 41.) The Motion has been fully briefed and is ripe for disposition. (See ECF Nos. 42, 45, 49.)

         This case arises from a dispute over the legal effect of two agreements between the parties-a 1998 Partnership Agreement (the "1998 Agreement") and a 2005 Private Labeling Agreement (the "2005 Agreement"). Plaintiff argues that the 1998 Agreement is still operative and notes that, under the 1998 Agreement, it had the exclusive right to manufacture certain cable tray and strut products (the "Products") for the parties. Further, Plaintiff contends that Defendant breached the exclusivity provision in the 1998 Agreement by contracting with another party to produce the Products in or around December 2017. On the other hand, Defendant argues that the 2005 Agreement, which called for Plaintiff to manufacture the Products but did not grant Plaintiff the exclusive right to do so, superseded the 1998 Agreement, discharging Defendant's obligations under the earlier contract. Accordingly, Defendant filed its motion for Partial Judgment on the Pleadings, asking this Court to determine the legal status of the two agreements.

         For the reasons that follow, the Court GRANTS Defendant's Motion for Partial Judgment on the Pleadings. (ECF No. 41.)

         II. Jurisdiction and Venue

         The Court has subject matter jurisdiction over this case because Plaintiff and Defendant are citizens of different states, and the amount in controversy exceeds $75, 000. 28 U.S.C. § 1332. (see ECF No. 4 ¶¶ 11-13; ECF No. 13 ¶ 12-13.) Venue is proper in the Western District of Pennsylvania because the Western District of Pennsylvania embraces Bedford County, where Plaintiff originally filed suit in state court. 28 U.S.C. § 1441(a).

         III. Background

         A. Factual History

         The following facts are undisputed unless otherwise noted.[1]

         In June of 1998, Plaintiff and Defendant entered into a Partnership Agreement for the exclusive manufacture, marketing, and sale of the Products. (ECF No. 1-1 (Compl.) ¶ 1.) Under the 1998 Agreement, Plaintiff was the exclusive manufacturer of the Products. (Id. ¶ 9.) Defendant designed and had the exclusive right to market the Products. (Id. ¶¶ 9-10.) The 1998 Agreement provided that Plaintiff manufacture the Products for the partnership at its cost, and that Defendant design and market the Products for the partnership at its cost. (Id. ¶ 10.) The parties divided the earnings of the partnership on a 50/50 basis at the end of each quarter. (Id.)

         The 1998 Agreement contained an initial term, first renewal period, and automatic renewal period. (Id. ¶ 11.) The initial term ended on June 30, 2001. (Id.) The 1998 Agreement allowed Defendant to extend the partnership for three years (the "First Renewal Period") by giving Plaintiff a notice of renewal six months prior to the end of the initial term. (ECF No. 1-1 (Ex. A) ¶ 7.) Once Defendant provided Plaintiff with such notice, the 1998 Agreement would extend to June 30, 2004, the end of the First Renewal Period. (See id.) Following the First Renewal Period, the 1998 Agreement would continue to renew automatically every three years, unless one party provided notice of non-renewal to the other party twelve months prior to the beginning of the next renewal term. (Id.)

         On May 1, 2005, the parties entered into the Private Labeling Agreement, which also concerned the manufacture, marketing, and sale of the Products. (ECF No. 4-1.) The 2005 Agreement began with paragraphs explaining that Plaintiff manufactured cable tray and strut products, and Defendant marketed and sold the Products. (Id. ¶ 1.) The 2005 Agreement then stated that the parties wanted both Plaintiff and Defendant to have the exclusive right to distribute and sell the Products. (Id.) Accordingly, under the 2005 Agreement, Plaintiff would continue to manufacture the Products and would supply some to Defendant at Plaintiff's cost. (ECF No. 4-1 ¶ 2.1; Ex. C.) The parties would both market and sell the Products independently and split the profits from such sales on a 50/50 basis. (ECF No. 4-1 ¶¶ 1.3-2.4.)

         The 2005 Agreement contains the following integration clause: "[t]his Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof... [t]his Agreement supersedes any and all previous agreements between the parties with respect to the subject matter hereof, whether written or oral." (Id. ΒΆ 11.5.) Finally, the 2005 Agreement allows either party to ...


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