Raymat Materials, Inc. v. A&C Catalysts, Inc.

Filing 114

ORDER GRANTING TWO MOTIONS FOR SUMMARY JUDGMENT RE DISCLOSURE AGREEMENTS AND DENYING ALL OTHERS re 65 MOTION for Summary Judgment filed by Protameen Chemicals, Inc., 64 MOTION for Summary Judgment filed by Raymat Materials, Inc.. Signed by Judge William Alsup on May 9, 2014. (whalc4, COURT STAFF) (Filed on 5/9/2014)

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1 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE NORTHERN DISTRICT OF CALIFORNIA 8 9 11 For the Northern District of California United States District Court 10 RAYMAT MATERIALS, INC., a California corporation, No. C 13-00567 WHA Plaintiff, 12 13 14 v. 15 Defendant and Third-Party Plaintiff, 16 17 ORDER GRANTING TWO MOTIONS FOR SUMMARY JUDGMENT RE DISCLOSURE AGREEMENTS AND DENYING ALL OTHERS A&C CATALYSTS, INC., a New Jersey corporation, v. 18 PROTAMEEN CHEMICALS, INC., a New Jersey corporation, 19 Third-Party Defendant. / 20 21 22 In this commercial dispute over an exclusive-dealing arrangement, all summary judgment motions are denied due to manifold factual issues, except the following. 23 1. 24 Raymat moves for summary judgment of A&C’s claim for breach of the confidential CONFIDENTIAL DISCLOSURE AGREEMENT. 25 disclosure agreement (“CDA”) that the parties signed on November 1, 2009. For the following 26 reasons, Raymat’s motion is granted. 27 The agreement stated: 28 Raymat and A&C intend to engage in communications/activities for the manufacture and sale of epoxy and plastic materials and toll binding. 1 In the course of these communications and activities, it may be necessary or desirable for Raymat and A&C to disclose and deliver to each other Confidential Information . . . 2 3 (Li Exh. 1 at 16) (emphasis added). 4 First, the plain language of the CDA did not cover lysine or cosmetic products. Instead, 5 the CDA covered the “sale of epoxy and plastic materials and toll binding.” The record 6 demonstrates that in addition to their negotiations over lysine, the parties had also contemplated a 7 separate collaboration involving industrial epoxy (Lin Decl. ¶ 4). In light of these separate 8 negotiations and the plain meaning of the agreement, no reasonable trier of fact could find that the 9 parties intended the CDA to apply to lysine. 10 cover lysine. A&C’s theory hinges on one sentence in its CEO Goldstein’s declaration in which For the Northern District of California United States District Court A&C has not presented a credible argument or evidence that the CDA was intended to 11 12 he asserts that, “‘epoxy and plastic materials’ refers to [lysine], which is a material that may be 13 used in plastics manufacturing” (Goldstein Decl. ¶ 9 ). This bare-bones assertion, however, is 14 contradicted by nearly the entire record, in which, lysine’s use in plastics is never mentioned. 15 Instead, it is clear that the parties intended lysine to be used for cosmetics (Li Exh. 3 at 62–63). 16 This fact alone makes the CDA inapplicable to the current action. 17 Second, A&C has not presented a single concrete example of confidential information that 18 was allegedly disclosed by Raymat. Instead, it points to the declaration and deposition of 19 Goldstein, which makes vague reference to a “package of confidential information” and a former 20 customer that ended up working directly with Raymat (Goldstein Dep. 41). A&C has not 21 presented any evidence that would allow a finder of fact to rule it its favor. Accordingly, 22 Raymat’s motion as to the CDA breach of contract claim is GRANTED. 23 2. CONFIDENTIALITY CLAUSE SECTION 8.5. 24 Raymat also moves for summary judgment on A&C’s counterclaim that it violated the 25 “confidentiality clause” of the exclusive supply agreement by disclosing confidential information 26 to third parties. 27 28 2 1 Section 8.5 of the exclusive supply agreement stated: 2 Each party acknowledges that in the course of performance of this Agreement, it may obtain certain information specifically marked as confidential and/or proprietary. Each party hereby agrees that all such information communicated to it by the other party. . . in strict confidence . . . shall be used only for purposes of the Agreement, and shall not be disclosed without the prior written consent of the other party . . . 3 4 5 6 7 8 9 Raymat’s motion on this claim is not discussed in A&C’s opposition. The opposition refers solely to confidential information under the CDA. Furthermore, as with the claim for breach of contract under the CDA, A&C has not 11 For the Northern District of California United States District Court 10 (Li Exh. 3 at 51) (emphasis added). presented any concrete examples, let alone examples marked as “confidential and/or propriety,” 12 as required by Section 8.5. According, the summary judgment motion is GRANTED. 13 3. EVIDENTIARY OBJECTIONS. 14 In conjunction with filing its reply to this motion, Raymat also filed a list of evidentiary 15 objections (Dkt. No. 97-2). This filing was made without regard to Local Rule 7-3(c), which 16 states, “[a]ny evidentiary and procedural objections to the opposition must be contained within 17 the reply brief or memorandum.” As this order does not rely upon the evidence in question, the 18 motion is DENIED AS MOOT. 19 20 IT IS SO ORDERED. 21 22 Dated: May 9, 2014. WILLIAM ALSUP UNITED STATES DISTRICT JUDGE 23 24 25 26 27 28 3

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