3CEMS v. Perceptron, Incorporated

Filing 46

ORDER Granting In Part And Denying In Part 43 Motion for Reconsideration. Signed by District Judge Victoria A. Roberts. (LVer)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION

3CEMS,
Plaintiff,

Case No: 14-14951
Honorable Victoria A. Roberts

v.
PERCEPTRON, INC.,
Defendant.
______________________________/

ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S MOTION
FOR RECONSIDERATION (DOC. 43)

I.

INTRODUCTION

Perceptron Inc. (“Perceptron”), 3Cems, and non-party Odyssey Electronics, Inc.
entered into a supply agreement (“Agreement”) for a project called “OS6.”
3Cems filed a single-count breach of contract complaint against Perceptron,
alleging that Perceptron breached the Agreement and the Guarantee Letter when it
failed to pay for ordered component parts. Perceptron says that 3Cems has no right to
sue it, since its suppliers – and not 3Cems – purchased the units.
3Cems and Perceptron filed cross-motions for summary judgment. On December
20, 2016, the Court granted in part and denied in part 3Cems’ motion, and denied
Perception’s Motion for Summary Judgment.
Perceptron now asks the Court to reconsider its entire order. Specifically,
Perceptron says the Court made several errors concerning:
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1. The separateness of 3Cems and its affiliates;
2. The number of units covered by the purchase order at issue;
3. The lack of genuine issues of material fact concerning Paul Eckoff’s authority to
bind Perceptron to the Guarantee Letter;
4. The applicability of every argument Perceptron raised concerning the Guarantee
Letter; and,
5. The Tolling Agreement and whether it pertained to Perceptron’s statute of
limitations defense.
Local Rule 7.1(h)(3) guides the Court in its review of Perceptron’s motion:
Generally, and without restricting the court’s discretion, the court will
not grant motions for ... reconsideration that merely present the same
issues ruled upon by the court, either expressly or by reasonable
implication. The movant must not only demonstrate a palpable defect
by which the court and the parties and other persons entitled to be
heard on the motion have been misled but also show that correcting
the defect will result in a different disposition of the case.
E.D. Mich. LR 7.1(h)(3). Palpable defects are those which are “obvious, clear,
unmistakable, manifest or plain.” Mich. Dep’t of Treasury v. Michalec, 181 F. Supp. 2d
731, 734 (E.D. Mich. 2002).
The Court finds that several of Perceptron’s arguments lack merit. The Court will
not disturb its conclusions that: (1) 3Cems can rightfully sue Perceptron for Breach of
Contract; (2) it need not address every argument Perceptron raised for the Guarantee
Letter; and, (3) the statute of limitations defense was not a viable defense.
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However, the Court believes other arguments made by Perceptron have merit.
The consideration of them warrants a different outcome.
II.

DISCUSSION
A. Purchase Order

Contrary to the Court’s conclusion, Perceptron and 3Cems now both agree
that Perceptron never issued a 100,000 unit purchase order. At issue is whether
Perceptron directed 3Cems to purchase component parts for the OS6 project; and
if Perceptron failed to pay 3Cems for those parts. Perceptron’s breach of the
Agreement hinges on these issues.
There is a genuine issue of material fact whether Perceptron breached the
Agreement.
B. Scope of Paul Eckoff’s Authority
Paul Eckoff testified that he lacked authority to sign the Guarantee Letter.
This creates a genuine issue of fact concerning his authority to bind Perceptron by
the Guarantee Letter.
C. Guarantee Letter
The Guarantee Letter is an acknowledgment that Perceptron will be
responsible for “all tooling costs and idle material cost on the OS6 series projects
between Odyssey Electronics Inc., and Prime Foundation Inc.,” under the
Agreement. Perceptron argues that other suppliers – not Odyssey Electronics and
Prime Foundation – incurred these costs.

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Whether Perceptron breached the Guarantee Letter and the amount of
damages depends on whether Odyssey Electronics and Prime Foundation
purchased any of the idle component parts.
There is a genuine issue of material fact whether Perceptron breached the
Guarantee Letter and whether there were damages.
III.

CONCLUSION

Having made the above findings that genuine issues of fact exist, the Court
partially GRANTS and partially DENIES Defendant’s Motion for Reconsideration.
IT IS ORDERED.
S/Victoria A. Roberts
Victoria A. Roberts
United States District Judge
Dated: March 30, 2017
The undersigned certifies that a copy of this
document was served on the attorneys of
record by electronic means or U.S. Mail on
March 30, 2017.
s/Linda Vertriest
Deputy Clerk

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