Smith et al v. Baldor Electric Company

Filing 24

ORDER Denying Motion for Summary Judgment. Baldor's Motion for Summary Judgment 15 is DENIED. This case will be set for a Pretrial Conference by separate Minute Order, by Judge John L. Kane on 1/8/13.(sgrim)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Judge John L. Kane
Civil Action No. 11-cv-02972-JLK
JOEL M. SMITH and
GLOBAL GENERATION SOURCE, INC., a Colorado corporation,
Plaintiff,
v.
BALDOR ELECTRIC COMPANY, a Missouri corporation,
Defendant.

ORDER DENYING MOTION FOR SUMMARY JUDGMENT
KANE, J.
Joel M. Smith is the sole owner and employee of Global Generator Source, Inc.
(“Global”), and as Global is engaged in the business of selling new and used power
generation equipment. For purposes of summary judgment, it is undisputed that Smith
entered into a negotiated but ultimately oral agreement with Defendant, Baldor Electric
Company (“Baldor”), to be the exclusive seller of Baldor generators to Northland Power
Services (“NPS”). After NPS was acquired by Aggreko LLC, Baldor began end-running
Smith and selling to Aggreko directly. Smith sued, asserting his agreement to be the
exclusive source for Baldor equipment to NPS extended through Aggreko’s acquisition
such that Baldor’s direct sales breached that agreement. Smith asserts claims for breach
of contract, promissory estoppel, and quantum meruit, seeking both monetary damages

and equitable relief.1
Baldor moves for summary judgment. Because the Motion is framed largely
around issues of “sham” affidavits and the parsing of specific terms to which the parties’
agreed, I set the matter for oral argument (Doc. 21), giving the parties a list of questions
to come prepared to address. After oral argument I took the Motion for Summary
Judgment under advisement. Having considered the parties’ arguments and reviewed the
supplemental authorities offered by both, I DENY the Motion for Summary Judgment and
order the case set for a pretrial conference.
The decision to deny Baldor’s Motion is a close one, but in the end it was the
timing of the parties’ discussions in late 2010 and early 2011 that convinced me to allow
jurors to assess the parties’ intent with regard to their arrangement rather than take that
decision from them. Both parties should be aware of the risks posed by moving forward
to trial. I remain unconvinced of the legal basis for Smith’s claim to exclusive sales rights
that survived NPS’s sale to Aggreko. It is clear, however – based on the deposition
testimony I have reviewed and various written communications between the parties – that
reasonable jurors could find Baldor gave Smith those rights and intended them to survive
NPS’s purchase. I note certain of Smith-Global’s legal theories may be tested again in
the work-up to a final set of jury instructions. Smith is reminded that his claims for

1

Smith actually asserts two additional claims for relief (Claims 5 and 6), but they
are either redundant of claims already asserted (e.g. Smith’s fifth claim for “wrongful
withholding” of Aggreko sales profits), or simply requests for different or alternative types of
relief (e.g. claim six for “an accounting”).
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equitable relief will be decided by the Court, not the jury. A special verdict form will be
used, and in this case will include a series of special interrogatories designed to elicit
specific findings regarding the existence of a contract between the parties and, if a
contract was formed, what its specific terms were.
Baldor’s Motion for Summary Judgment (Doc. 15) is DENIED. This case will be
set for a Pretrial Conference by separate Minute Order.
Dated January 8, 2013.
s/John L. Kane
SENIOR U.S. DISTRICT JUDGE

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