EDAG, Inc. v. VIA Motors, Inc.

Filing 14

ORDER denying 9 Motion for Summary Judgment; denying 12 Motion to Strike. Signed by District Judge Lawrence P. Zatkoff. (MVer)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
EDAG, INC.,
Plaintiff,
v.

Case No. 13-12391
Hon. Lawrence P. Zatkoff

VIA MOTORS, INC.,
Defendant.
____________________________________/
OPINION AND ORDER
AT A SESSION of said Court, held in the United States Courthouse,
in the City of Port Huron, State of Michigan, on January 10, 2014
PRESENT: THE HONORABLE LAWRENCE P. ZATKOFF
UNITED STATES DISTRICT JUDGE
I. INTRODUCTION
This matter is before the Court on Plaintiff’s Motion for Summary Judgment [dkt 9]. The motion
has been fully briefed. The Court finds that the facts and legal arguments are adequately presented in the
parties’ papers such that the decision process would not be significantly aided by oral argument.
Therefore, pursuant to E.D. Mich. L.R. 7.1(f)(2), it is hereby ORDERED that the motion be resolved on
the briefs submitted. For the following reasons, Plaintiff’s motion is DENIED.
II. BACKGROUND
A. FACTUAL BACKGROUND
Defendant VIA Motors, Inc. (“Defendant”) builds extended-range electric vehicles, which are
versions of currently manufactured trucks, SUVs and vans. Defendant contracted with Plaintiff EDAG,
Inc. (“Plaintiff”) to perform design, engineering and crash simulation services on Defendant’s vehicles—
specifically a Chevrolet Silverado (the “Truck”) and Chevrolet 2500 Express Van (the “Van”).

On October 24, 2012, Plaintiff issued Quotation No: 134695D000 for Defendant’s Via Motors
Beta II EREV Project (the “Project”). The quotation document illustrated pertinent terms and conditions
regarding the Project, such as the duration of the Project, the services to be provided, and the payment
schedule. In response to the quotation, Defendant tendered Purchase Order No. VIA-0123 (the “Purchase
Order”) to Plaintiff. According to the Purchase Order, Plaintiff’s services were to be performed on a time
and material basis for an amount not to exceed $1,300,000.00.
The parties do not dispute that all invoices from 2012 were paid in full without any objection to
price or the quality of services provided by Plaintiff. Similarly, there appears to be no dispute that
invoices dated from January to February 12, 2013, were paid. The parties diverge, however, on the
invoices dated from February 15 to June 6, 2013 (“invoices at issue”), to the extent that Defendant has not
yet tendered payment on the invoices at issue.
According to Plaintiff, it fully performed and delivered its simulation services in accordance with
the Purchase Order. So, the argument goes, Defendant is in breach of the parties’ contract by failing to
pay in conformity with the Purchase Order and invoices at issue. The amount Plaintiff seeks is
$278,957.00. Defendant, on the other hand, alleges that “[m]uch of the work [Plaintiff] performed was
defective and wholly insufficient to accomplish the stated and understood requirements under the parties’
contract.” Thus, Defendant’s argument that it was not required to pay is premised on Plaintiff’s purported
rendering of faulty services.
B. PROCEDURAL BACKGROUND
Plaintiff filed its complaint against Defendant on May 31, 2013. In its complaint, Plaintiff pleads
the following claims: breach of contract (Count I); and account stated (Count II). Before the Court could
convene the parties for a scheduling conference, Plaintiff filed the instant motion seeking judgment in its
favor in the amount of $278,957.00.

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III. LEGAL STANDARD
“The court shall grant summary judgment if 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). See
also Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986) (“[T]he plain language of Rule 56[] mandates the
entry of summary judgment . . . against a party who fails to make a showing sufficient to establish the
existence of an element essential to that party’s case, and on which that party will bear the burden of proof
at trial.”). A party must support its assertions by:
(A) citing to particular parts of materials in the record, including
depositions, documents, electronically stored information, affidavits or
declarations, stipulations (including those made for purposes of the
motion only), admissions, interrogatory answers, or other materials; or
(B) showing that the materials cited do not establish the absence or
presence of a genuine dispute, or that an adverse party cannot produce
admissible evidence to support the fact.
Fed. R. Civ. P. 56(c)(1). “The court need consider only the cited materials, but it may consider other
materials in the record.” Fed. R. Civ. P. 56(c)(3).
The moving party bears the initial burden of demonstrating the absence of any genuine dispute as
to a material fact, and all inferences should be made in favor of the nonmoving party. Celotex, 477 U.S.
at 323. The moving party discharges its burden by “‘showing’–that is, pointing out to the district court–
that there is an absence of evidence to support the nonmoving party’s case.” Horton v. Potter, 369 F.3d
906, 909 (6th Cir. 2004) (citing Celotex, 477 U.S. at 325)).
Once the moving party has met its initial burden, the burden then shifts to the nonmoving party,
who “must do more than simply show that there is some metaphysical doubt as to the material facts.”
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). “[T]he mere existence of a
scintilla of evidence in support of the [nonmoving party’s] position will be insufficient [to defeat a motion

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for summary judgment]; there must be evidence on which the jury could reasonably find for the
[nonmoving party].” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986).
IV. ANALYSIS
The substance of Plaintiff’s brief attached to its motion spans only three pages. In conclusory
fashion, Plaintiff argues that there are no disputed material facts and that Defendant has admitted the
invoices at issue are proper and owing. Essentially, Plaintiff’s position rests entirely on (1) the theory that
its obligations under the parties’ contract were fulfilled and (2) two e-mail correspondences drafted and
sent by David Rapier (“Rapier”)—head of purchasing for Defendant—to Plaintiff on March 27 and April
19, 2013, respectively. In those e-mails, Rapier apparently conceded that the amount Defendant owed
was correct and proposed a payment plan to satisfy the full amount in arrearage. The Court finds
Plaintiff’s arguments unpersuasive and—when drawing all inferences in favor of Defendant, as the Court
must—denies Plaintiff’s motion as material facts remain in dispute.
First, Plaintiff’s opening brief fails to provide the Court with any citations to record evidence that
indicates it “fully performed” its duties under the parties’ contract, as it claims. By failing to do so, the
Court has no way to discern which provisions of the contract are applicable to Plaintiff or whether
Plaintiff “fully” adhered to such provisions. While Plaintiff proffers more concrete evidence of its
obligations and alleged satisfaction thereof in its reply brief, this only lends credence to the Court’s
conclusion that there are myriad material facts in dispute. In fact, Plaintiff only provided this information
after Defendant highlighted, at a minimum, nine issues likely having bearing on Plaintiff’s potential
recovery under the invoices at issue. See Dkt. # 10, pp. 2–3. All of these issues—which focus on
Plaintiff’s alleged deficient performance of the parties’ contact—certainly raise genuine issues of material
facts and preclude a finding of summary judgment for Plaintiff at this posture in the litigation.

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Second, any attempt by Plaintiff to argue that Rapier’s “admissions” in the e-mails conclusively
establish that Defendant owes a certain amount is not well-taken. Notably, Plaintiff offers no facts or
legal authority supporting a notion of agency theory liability, leaving the Court to speculate exactly how
two isolated e-mails would bind Defendant. Additionally, testimony from Rapier’s affidavit explicitly
refutes any knowledge of the “extensive performance problems” Defendant’s engineers were allegedly
encountering with Plaintiff’s services. According to Rapier, had he known of these performance
problems, he would “not have considered the payment plan referenced in the Emails.” Rapier’s
testimony is evidence sufficient to create a material factual dispute here.
In sum, the Court finds that Defendant has met its burden in response to Plaintiff’s motion and
offered evidence on which the jury could reasonably find in its favor. Therefore, Plaintiff’s motion is
denied. Because the Court has considered the motion and briefs filed, the undersigned has garnered
intimate knowledge of the facts and understands the full contours of the legal issues involved herein.
Accordingly, the Court finds it unnecessary to convene the parties for a scheduling conference and will
instead issue a scheduling order concurrent with this Opinion and Order.
V. CONCLUSION
Accordingly, for the reasons stated above, IT IS HEREBY ORDERED that Plaintiff’s Motion for
Summary Judgment [dkt 9] is DENIED.
IT IS FURTHER ORDERED that Defendant’s Motion to Strike Plaintiff’s Reply Brief [dkt 12]
is DENIED.
IT IS SO ORDERED.
Date: January 10, 2014

s/Lawrence P. Zatkoff
Hon. Lawrence P. Zatkoff
U.S. District Judge

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