Pinova, Inc. v. Quality Mill Service, Inc. et al
Filing
91
ORDER granting Defendant Quality Industries' 43 Motion for Summary Judgment; granting in part as to Pinova's yet-to-be-claimed damages for the costs of the subject chains and the difference in value between what Quality Mill sold to Pino va and what was warranted, and denying in part as to Pinova's claim for consequential damages and attorney's fees re 64 Motion for Partial Summary Judgment. Pinova's claim for consequential damages and any other claim for which summary judgment was not sought will proceed to trial. Signed by Chief Judge Lisa G. Wood on 9/3/2015. (ca)
3 the Oniteb Otatto flitritt Court
for the boutbern Jitrict of georgia
38run.01"irk flibiion
PINOVA, INC.,
Plaintiff,
V.
QUALITY MILL SERVICE, INC., and
QUALITY INDUSTRIES OF AMERICA,
INC.,
Defendants.
CV 213-144
QUALITY MILL SERVICE, INC., and
QUALITY INDUSTRIES OF AMERICA,
INC.,
Third-Party Plaintiffs,
V.
WEBSTER INDUSTRIES, INC.,
Third-Party Defendant.
ORDER
Plaintiff Pinova, Inc. purchased industrial chains to use
in its manufacturing facility from Defendant Quality Mill
Service, Inc. Those chains later failed. Pinova now seeks to
recover damages relating to the chains' failure from Defendant
Quality Mill Service and its parent corporation, Quality
Industries of America, Inc. Defendant Quality Industries has
filed a motion for summary judgment, arguing that Pinova should
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not be allowed to pierce the corporate veil and hold it liable
for its subsidiary's transgressions. Dkt. no. 43. Both
Defendants have jointly filed a partial motion for summary
judgment, arguing that Pinova has failed to produce evidence to
support several of its damages claims against the companies.
Dkt. no. 64.
Because Pinova only averred direct theories of liability
against Quality Industries and its complaint does not support a
veil-piercing theory of liability, Defendant Quality Industries'
motion for summary judgment (Dkt. no. 43) is GRANTED. Because
Pinova has produced evidence that would support a finding of
consequential damages and attorney's fees but has not produced
evidence that would support an award of damages under certain
other theories, Defendants' partial motion for summary judgment
(Dkt. no. 64) is GRANTED in part and DENIED in part.
FACTUAL BACKGROUND
Plaintiff Pinova, Inc. ("Pinova") manufactures resin-based
products by extracting rosin from pine trees and other sources.
Dkt. no. 1 ("Compl."), ¶ 7; Dkt. no. 64-13, ¶ 1. To get rosin
out of pine tree stumps, Pinova uses two types of conveyor
systems called "divinilators." Dkt. no. 64-13, ¶ 3. In March of
2011, Pinova purchased 38 ten-foot sections of Webster WH132
chains from Defendant Quality Mill Service, Inc. ("Quality
Mill") for $15,352, to be used on its divinilators. Compl.
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191 10, 13; Dkt. no. 1-2 (Purchase Order) . While Pinova purchased
the chains from Quality Mill, the chains were originally
manufactured by former third-party Defendant Webster Industries,
Inc.
The chains consist of two strands, a right-hand chain and a
left-hand chain, that are connected by flights. Dkt. no. 64-2
("Carson Dep."), 23:23-25:20. Pinova purchases the chains in
ten-foot sections and then connects them to form a 190-foot
loop. Id. The chains are held together by a series of pins,
sidebars, and barrels that are welded together. See, e.g., Dkt.
no. 76-3, Ex. C ("Grozier Dep.") 15:5-12 (discussing some
problems Pinova discovered with these components)
Pinova had bought the same type of chains for the same
purpose from Defendants for several years. Id. at 31:6-9. But
after it purchased and used these particular chains, Pinova
claims it encountered "a series of premature and catastrophic
chain failures." Dkt. no. 76, p. 3. Pinova reported these
failures to Joe Brice, Quality Mill's outside salesman who
worked closely with Pinova. Brice took some pieces of the failed
chain to Webster for an analysis. Dkt. no. 76-6, p. 2. Brice
told Webster that the chain, which was about six months old,
exhibited worn pins, broken sidebars, and sub-par welding. Dkt.
no. 76-6, p. 4.
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Extracting rosins from wood is one of the first steps in
Pinova's production process. Dkt. no. 76-2, Ex. B ("Collier
Dep.") 10:12-20. The extracted rosin is then used to create
different commercial products. Id. When demand for Pinova's
products exceeds its wood-rosin output, it must purchase an
alternative rosin source, such as gum-rosin, to make its
products and satisfy its orders. See id. at 11:3-10. Pinova
claims that when its divinilators were out of commission for
about two weeks because of the chain failures, it had to resort
to buying gum-rosin to meet its orders. This increased the cost
of producing the final products, and Pinova claims that loss as
damages. See Dkt. no. 87, p. 23 (schedule of calculated losses)
PROCEDURAL BACKGROUND
Pinova filed its complaint against Quality Industries and
Quality Mill on October 2, 2013. See Compl. Quality Industries
and Quality Mill then filed a third party complaint against
Webster, who manufactured the chains, on December 12, 2013. See
Dkt. no. 8. Webster moved for summary judgment on Quality
Industries and Quality Mill's third party complaint, Dkt.
no. 31, and the Court granted that motion on March 17, 2015,
Dkt. no. 54. Quality Industries and Quality Mill, then, are the
only Defendants left in this case. Against both Defendants,
Pinova brings claims of breach of express warranty, breach of
warranty of merchantability pursuant to Georgia Code section 11A072A
(Rev. 8/82)
4
2-314, breach of warranty of fitness for a particular purpose
pursuant to Georgia Code section 11-2-315, and attorney's fees.
Compi. ¶I 22-46.
DISCUSSION
I. Legal Standard
Summary judgment is required where "the movant shows that
there is no genuine dispute as to any material fact and the
movant is entitled to judgment as a matter of law." Fed. R. Civ.
P. 56(a) . A fact is "material" if it "might affect the outcome
of the suit under the governing law." FindWhat Investor Grp. v.
FindWhat.com , 658 F.3d 1282, 1307 (11th Cir. 2011) (quoting
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). A
dispute over such a fact is "genuine" if the "evidence is such
that a reasonable jury could return a verdict for the nonmoving
party." Id. In making this determination, the court is to view
all of the evidence in the light most favorable to the nonmoving
party and draw all reasonable inferences in that party's favor.
Johnson v. Booker T. Washington Broad. Serv., Inc., 234 F.3d
501, 507 (11th Cir. 2000)
The party seeking summary judgment bears the initial burden
of demonstrating the absence of a genuine issue of material
fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) . To
satisfy this burden, the movant must show the court that there
is an absence of evidence to support the nonmoving party's case.
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Id. at 325. If the moving party discharges this burden, the
burden shifts to the nonmovant to go beyond the pleadings and
present affirmative evidence to show that a genuine issue of
fact does exist. Anderson, 477 U.S. at 257.
II. Defendant Quality Industries is Entitled to Summary
Judgment
a. Plaintiff Cannot Pierce the Corporate Veil
Quality Industries, independently of Quality Mill, moves
for summary judgment on all of Pinova's claims against it
because it never made any representations about the chains'
quality to Pinova and is not in privity of contract with Pinova.
Dkt. no. 43-4. Pinova counters that Quality Industries is simply
the alter ego of Quality Mill, who sold the chains and made
representations to Pinova, and thus Pinova may pierce the
corporate veil and hold Quality Industries liable for Quality
Mill's breaches of warranty. Dkt. no. 55. However, Pinova's
complaint does not allege facts that could support the
application of the veil-piercing doctrine, and it is too late to
assert this theory of liability in a response to a motion for
summary judgment.
In Georgia, one of the theories that justifies setting
aside the corporate form is the "alter ego" doctrine. See Kissun
v. Humana, Inc., 479 S.E.2d 751, 752 (Ga. 1997). "Under the
alter ego doctrine, equitable principles are used to disregard
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the separate and distinct legal existence possessed by a
corporation where it is established that the corporation served
as a mere alter ego or business conduit of another." Id. For a
court to disregard the corporate fiction, "there must be abuse
of the corporate form." Derbyshire v. United Builders Supplies
Inc., 392 S.E.2d 37, 40 (Ga. Ct. App. 1990). "For the issue to
be submitted to a jury there must be evidence that the corporate
arrangement was a sham, used to defeat justice, to perpetrate
fraud or to evade statutory, contractual or tort
responsibility." Id.
Pinova raises this theory of liability for the first time
in its response to Quality Industries' motion for summary
judgment. See Dkt. no. 55. "At the summary judgment stage, the
proper procedure for plaintiffs to assert a new claim is to
amend the complaint in accordance with Fed. R. Civ. P. 15(a) . A
plaintiff may not amend her complaint through argument in a
brief opposing summary judgment." Gilmour v. Gates, McDonald&
Co., 382 F.3d 1312, 1315 (11th Cir. 2004). Other district courts
in this Circuit have held that a veil-piercing theory of
liability must be supported by the pleadings. See Klayman v.
City Pages, 5:13-CV-143, 2015 WL 1546173, at *9 (M.D. Fla. April
3, 2015); Northstar Marine, Inc. v. Huffman, No. 13-0037-WS-C,
2014 WL 4854843, at *9 (S.D. Ala. Sept. 29, 2014) ("Courts
around the country have consistently, emphatically required that
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a veil-piercing claim or theory of liability must be presented
in the plaintiff's pleading in some form or fashion. . . . Of
course, a summary judgment brief is not a proper, permissible
vehicle for a de facto amendment to the pleadings.")
Georgia courts also expect plaintiffs to plead veilpiercing theories in their complaints. For example, in Steed v.
Wellington HealthCare Services, LLC, the Georgia Court of
Appeals held that it was not improper for a trial court to grant
a defendant's motion for summary judgment while the plaintiff's
motion to compel evidence that could establish a veil-piercing
theory of liability was pending. 646 S.E.2d 517, 520 (Ga. Ct.
App. 2007) . The court reasoned that summary judgment was proper
because the plaintiff did not allege a veil-piercing theory in
her pleadings. Id. "Under these circumstances, we fail to see
how evidence that [the allegedly negligent subsidiary] is an
alter ego of [the defendant-parent company] would change the
outcome of the summary judgment ruling." Id. Furthermore, when
the plaintiff tried to argue on appeal that other evidence in
the record supported the veil-piercing theory of liability, the
court reiterated that the plaintiff "has not asserted a claim
for piercing the corporate veil in either of her complaints,"
and reaffirmed that the trial court properly granted the
defendant's motion for summary judgment. Id.
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Pinova argues that the allegations in its complaint do, in
fact, support a veil-piercing theory. This is not the case.
Simply stating that "Defendants" sold Pinova the chains and that
"Defendants" knew how Pinova intended to use the chains does not
allege that Quality Industries was abusing the corporate form by
using Quality Mill as an alter-ego or sham corporation. Pinova's
complaint only alleges direct theories of liability against
Quality Industries, and, as such, the Court will only entertain
those theories. Cf. Mecca Const., Inc. v. Maestro Invs., LLC,
739 S.E.2d 51, 60 (Ga. Ct. App. 2013) (holding that veilpiercing theories of liability need not be alleged in the
complaint where theory of liability is direct participation in
fraud as opposed to abuse of the corporate form)
b. Summary Judgment is Proper on Pinova's Direct Theories
of Liability Against Quality Industries
Pinova raises four theories of liability against Defendants
in its complaint: breach of express warranty, breach of warranty
of merchantability, breach of warranty of fitness for a
particular purpose, and attorney's fees. Compi. ¶T 22-46.
In Georgia, a "statement or representation" to the
purchaser about the "character, quality, or title of goods"
being sold is a necessary element of a breach of express
warranty claim. Atlanta Tallow Co. v. John W. Eshelman & Sons
Inc., 140 S.E.2d 118, 126-27 (Ga. Ct. App. 1964). Where a
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plaintiff fails to present evidence that the defendant provided
an express warranty, summary judgment on an express warranty
claim is proper. See Bryant v. Hoffmann-La Roche, Inc., 585
S.E.2d 726, 730-31 (Ga. Ct. App. 2003) . Pinova has not produced
any evidence suggesting that Quality Industries made any
representations or statements about the quality of the chains
that Quality Mill sold. Summary judgment on Pinova's breach of
express warranty claim against Quality Industries is proper.
The warranty of merchantability and warranty of fitness for
a particular purpose encoded in Georgia Code sections 11-2-314
and 11-2-315 are both implied warranties. Ga. Code Ann. § 11-2314; § 11-2-315. In Georgia, privity between the buyer and
seller is an essential element of a breach of warranty claim.
See Gowen v. Cady, 376 S.E.2d 390, 393 (Ga. Ct. App. 1988)
Implied warranties "can only run to a buyer who is in privity of
contract with the party against whom the implied warranty is
being asserted." McQueen v. Minolta Bus. Solutions, Inc., 620
S.E.2d 391, 393 (Ga. Ct. App. 2005) . Pinova has failed to
present any evidence to support a finding of privity of contract
between it and Quality Industries. Summary judgement on Pinova's
warranty of merchantability and warranty of fitness for a
particular purpose claims against Quality Industries, then, is
appropriate. See id. at 394.
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Finally, Pinova's attorney's fees claim against Quality
Industries derives completely from the dismissed substantive
causes of action. Thus, summary judgment is also appropriate on
Pinova's attorney's fees claim against Quality Industries. See
J. Andres Lunsford Props., LLC v. Davis, 572 S.E.2d 682, 685
(Ga. Ct. App. 2002).
Defendant Quality Industries motion for summary judgment
(Dkt. no. 43) is GRANTED in its entirety.
III. Defendant Quality Mill's Partial Motion for Summary
Judgment'
a. Consequential Damages
As far as damages are concerned, the primary contention in
this case is whether Pinova has produced evidence showing that
the defect in the chains proximately caused its lost profits and
other consequential damages.
Under Georgia's adaptation of the Uniform Commercial Code,
Consequential damages resulting from the seller's
breach include:
(a) Any loss resulting from general or particular
requirements and needs of which the seller at the time
of contracting had reason to know and which could not
reasonably be prevented by cover or otherwise; and
(b) Injury to person or property proximately resulting
from any breach of warranty.
1
Defendants Quality Mill
summary judgment jointly.
Quality Industries is not
will refer to this motion
Order.
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and Quality Industries bring this partial motion for
However, because the Court has determined that
liable for the damages Pinova alleges, the Court
as Quality Mill's motion for the remainder of the
11
Ga. Code Ann. § 11-2-715 (2) . In applying subsection (a), Georgia
Courts have held that a seller can reasonably foresee the
consequences of a breach if its agents have visited the buyer's
facilities, observed its operations, were aware of the specific
production challenges the buyer faced, and designed and built
equipment to alleviate those specific problems. See Latex Equip.
Sales & Serv., Inc. v. Apache Mills, Inc., 484 S.E.2d 274, 276
(Ga. Ct. App. 1997) . As to matters of causation generally,
While the question of proximate cause is usually
submitted to the jury as a question of fact, it may be
decided as a matter of law where the evidence shows
clearly and palpably that the jury could reasonably
draw but one conclusion, that the defendant's acts
were not the proximate cause of the injury.
Atlanta Gas Light Co. v. Gresham, 394 S.E.2d 345, 347 (Ga. 1990)
(quoting Kells v. Northside Realty Assocs., Inc., 274 S.E.2d 66,
67 (Ga. Ct. App. 1980)).
Quality Mill primarily argues that summary judgment is
appropriate because Pinova failed to provide evidence showing
that a breach of the warranty caused its consequential damages.
Quality Mill also attempts to argue that Pinova failed to cover
its losses.
i. Causation of Consequential Damages
Here, there is clearly a question of material fact as to
whether or not the chains were defective at the time they were
sold. In a letter to Quality Mill, Webster, the chain
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manufacturer, admitted that "there were some obvious defects in
workmanship on the chain. The incomplete welds are completely
unacceptable by Webster standards." Dkt. no. 76-6, p. 11. In its
own evaluation of the chains, Webster found that the "core
hardness of the pins measures in the low 50s and is out of
specification." Dkt. no. 76-7, p. 12. Because Webster's hardness
specifications for the chain pins is 35-40, Id. at 14, a
hardness beyond this range can make the material more brittle
and probably contributed "to the fracture of the pins." Id. at
12. Webster's finding that the chains it manufactured exceeded
its own hardness specifications was corroborated by Pinova's
expert, who opined that a failed pin he examined "exhibited a
hardness of 52 HRC which was significantly higher than the
requirements of 35-40 HRC. This would suggest insufficient
tempering temperatures" during the manufacturing process. Dkt.
no. 64-4.
There is also a question of material fact as to whether or
not the chains failed. Pinova's employees on the production
floor testified that when the divinilator chain first failed,
they inspected the chain and found that a sheared pin had come
out of one of the link's barrels. Dkt. no. 87 (Carson Dep.
Excerpt), 20:4-21. On another occasion, members of the ground
crew saw the chain "separated completely on one side," and the
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chain was "mangled up and bunched up," with some of the pins
broken. Id. at 95:17-96:20.
Finally, there is also evidence that Quality Mill had
reason to know, at the time of contracting, of Pinova's "general
or particular requirements and needs," and how a breach could
cause consequential damages in light of those needs. Brice, from
Quality Mill, testified that Pinova had been buying products
from Quality Mill for 12 years, and that he knew their needs and
what types of products they used. Dkt. no. 76-5 (Brice Dep.
Excerpts), 15:15-23. He also visited Pinova's facilities about
every week, regardless of whether or not they were having any
problems. Id. at 14:8-10.
Despite this evidence, though, Quality Mill insists that
Pinova has no evidence that the chains' defects proximately
caused the chains' failures. Furthermore, Quality Mill argues
that its own expert concluded that the chains actually failed
because of "operational, maintenance, and/or environmental
factors," and that this expert evidence is unrebutted by
Pinova's expert. Dkt. no. 64-1, pp. 8, 11 (citing ESI Expert
Report, Dkt. no. 66) . Quality Mill argues that it is thus
entitled to summary judgment.
However, the "grant of summary judgment based in whole or
in part on the opinion of an expert witness is not appropriate,"
except when it is the plaintiff's motion, the plaintiff must
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rely on expert testimony to prevail at trial, or in certain
professional negligence cases, "because the weight and credit to
be given to the opinion evidence is not for the trial judge but
for a jury to decide. McDonald v. Mazda Motors of Am., Inc., 603
S.E.2d 456, 461 (Ga. Ct. App. 2004) . "Breach of implied warranty
may be proven without expert testimony to show that a product is
defective and that the defect existed from the time of
manufacture. The presence or absence of breach of implied
warranty from a defect does not mandate expert opinion to win at
trial," and to grant summary judgment based on expert opinion
would be an error. Id. Quality Mill's expert may have opined
that the defective workmanship on the chains did not cause the
chain failures; but this opinion—unrebutted or otherwise—will
not support a grant of summary judgment on Defendants' behalf.
That opinion merely creates a question of material fact as to
causation.
Quality Mill asks the Court to remove the factual issue of
causation from the jury's hands. But the evidence does not show
"clearly and palpably that the jury could reasonably draw but
one conclusion, that [Quality Mill's] acts were not the
proximate cause" of the chains' failures. See Atlanta Gas Light
Co., 394 S.E.2d at 347. A reasonable jury could possibly
conclude, based on Pinova's evidence, that the chains failed
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because of their poor workmanship. The causation question, then,
must be left to the jury.
Quality Mill also argues that Pinova has not proven the
full extent of its damages by tracing each chain failure back to
a particular purchase from Quality Mill. This question of proof
is also best left to the jury.
ii. Covering
Late in its summary judgment briefing, Quality Mill
suggests that Pinova failed to show that it covered its losses
(or had conceded the absence of such evidence), and thus is not
entitled to consequential damages as a matter of law. See Dkt.
no. 82, p. 2.
Georgia Code section 11-2-715 (2) (a) allows buyers to
recover consequential damages for "[a]y loss resulting from
general or particular requirements and needs of which the seller
at the time of contracting had reason to know and which could
not reasonably be prevented by cover or otherwise." Ga. Code
Ann. § 11-2-715 (2) (a). "Cover" typically refers to the buyer's
efforts to find goods in substitution for those due from the
seller. See Ga. Code Ann. § 11-2-712(1). A jury could find that
expenses related to testing a defective product are incurred "in
connection with effecting cover." Mitchell Family Dev. Co., Inc.
v. Universal Textile Techs., LLC, 602 S.E.2d 878, 880-881 (Ga.
Ct. App. 2004) . Additionally, "the buyer who attempts to remedy
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a defect through repair as opposed to outright rejection and
replacement should not be penalized by denying him the
opportunity to recover his reasonable repair costs made in good
faith." Poultry Health Serv. of Ga., Inc. v. Moxley, 538 F.
Supp. 276, 279 (S.D. Ga. 1982).
Clearly, there is evidence on the record of Pinova's
attempts to mitigate its losses. When the chains first began to
break, it was in contact with Quality Mill and Webster seeking
to find a solution to the problem. While the divinilators were
out of commission for 14 days, Pinova purchased a substitute raw
material to meet its sales demands and suffered a higher cost of
goods sold. Despite these efforts, Pinova still had to purchase
replacement goods from a different supplier and manufacturer.
Thus, summary judgment is not appropriate on a theory that
Pinova failed to cover its losses.
b. Attorney's Fees
Quality Mill also moves for summary judgment as to Pinova's
request for attorney's fees. Pursuant to Georgia Code section
13-6-11,
The expenses of litigation generally shall not be
allowed as a part of the damages; but where the
plaintiff has specially pleaded and has made prayer
therefor and where the defendant has acted in bad
faith, has been stubbornly litigious, or has caused
the plaintiff unnecessary trouble and expense, the
jury may allow them.
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17
I
"Questions of bad faith, stubborn litigiousness, and unnecessary
trouble and expense are generally questions for the jury."
Duncan v. Klein, 720 S.E.2d 341, 347 (Ga. Ct. App. 2011). Thus,
it will be for a jury to decide whether Quality Mill acted in
bad faith, was stubbornly litigious, or has caused Pinova
unnecessary trouble or expense. Quality Mill's motion for
summary judgment on Pinova's claim for attorney's fees is
DENIED.
c. Other Damages
Quality Mill moves for summary judgment on claims Pinova
"may" assert for the costs of the chains at issue and the
difference in value of the sections of chain it accepted and the
value those sections would have had if they had been as
warranted, pursuant to Georgia Code section 11-2-714 (2) . See
Dkt. nos. 64-1, p. 11; 82, pp. 4-5. Plaintiff has not responded
to this request. See Dkt. nos. 82, 76. Nor do these costs appear
on Pinova's schedule calculating the total cost of the chain
failure. 2 See Dkt. no. 87, p. 23. The Court will GRANT Quality
Mill's unopposed motion for summary judgment on unasserted
claims.
2
While Quality Mill objects to any potential claim for the "costs of the
chains at issue," it does not specifically object to the costs of replacement
chains as included in Pinova's damages calculation. As such, the costs of
replacement chains will not be excluded from Pinova's damages claim at this
stage of the litigation.
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CONCLUSION
Pinova did not allege that Defendant Quality Industries is
vicariously liable for Quality Mill's breach of contract by way
of a veil-piercing theory, and the complaint does not otherwise
support the application of that doctrine. Defendant Quality
Industries' motion for summary judgment (Dkt. no. 43), then,
must be GRANTED. Defendants' partial motion for summary judgment
(Dkt. no. 64) is GRANTED in part and DENIED in part:
summary
judgment is DENIED as to Pinova's claim for consequential
damages and attorney's fees; summary judgment is GRANTED as to
Pinova's yet-to-be-claimed damages for the costs of the subject
chains and the difference in value between what Quality Mill
sold to Pinova and what was warranted. Pinova's claim for
consequential damages and any other claims for which summary
judgment was not sought will proceed to trial.
SO ORDERED,
this 3RD day of September, 2015.
LISA GODBEY OOD, CHIEF JUDGE
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF GEORGIA
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