Whitesell Corporation v. Whirlpool Corporation et al

Filing 700

MEMORANDUM OPINION AND ORDER denying Plaintiff's motion to clarify 689 ; signed by Judge Robert Holmes Bell (Judge Robert Holmes Bell, kcb) Modified text on 1/25/2010 (gjf).

UNITED STATES DISTRICT COURT F O R THE WESTERN DISTRICT OF MICHIGAN S O U T H E R N DIVISION

W H I T E S E L L CORPORATION, P l a in tif f , C a se No. 1:05-CV-679 v. H O N . ROBERT HOLMES BELL W H I R L P O O L CORPORATION, W H IR L P O O L MEXICO S.A. de C.V., a n d JOSEPH SHARKEY, D e f e n d a n ts , and W H I R L P O O L CORPORATION, C o u n te r- P l a in tif f , v. W H I T E S E L L CORPORATION, C o u n ter -D e f e n d a n t. / M E M O R A N D U M OPINION AND ORDER T h is matter is before the Court on Plaintiff Whitesell Corporation's motion for cla rifica tio n of the Court's October 13, 2009, opinion granting in part and denying in part D e f en d a n t Whirlpool Corporation's motion for partial summary judgment on Count III of its counterclaim. (Dkt. No. 689.) In its October 13, 2009, opinion, the Court held that: T h e contract unambiguously required Plaintiff to satisfy the TCP requirement f o r 2007. Plaintiff has acknowledged that it did not submit any TCP proposals

fo r that year. Defendant is entitled to summary judgment on Defendant's claim that Plaintiff failed to satisfy the TCP requirement for 2007. However, th e re are issues of fact surrounding whether and to what extent Defendant was d a m a g e d by Plaintiff's breach of the TCP requirement for 2007. (D k t. No. 617, 10/13/2009 Op. 7.) Plaintiff argues that, because a showing of damages is a necessary element in a b re a c h -o f -c o n tra c t claim, the jury should not be instructed that Plaintiff "breached" the TCP p ro v is io n in 2007. Rather, according to Plaintiff, the jury should be instructed that Plaintiff " d id not submit a TCP report in 2007 without legal justification." (Dkt. No. 689, Pl.'s Mot. 1 .) B la c k 's Law Dictionary defines "breach of contract" as a "[v]iolation of a contractual o b lig a tio n by failing to perform one's own promise . . . ." While the cases cited by Plaintiff d o support the proposition that a party may not succeed on a breach of contract claim without a showing of damages, whether a party is entitled to succeed on a breach of contract claim is a different question than whether a party breached a contract "by failing to perform [its] p ro m is e ." When Plaintiff failed to submit a TCP report in 2007, as it promised it would, P lain tiff breached the TCP provision. Defendant will not be permitted to recover on its claim f o r this breach without a showing of damages, but the absence of damages is immaterial to w h ethe r Plaintiff failed to fulfill its promise, or "breached" the contract. See also M. Civ. J . I. § 140.01 (acknowledging that whether a party breached a contract and whether that b re a ch created damages are two separate inquiries); Restatement (Second) of Contracts § 236 c m t. a (1979) (noting the distinction between a breach and a claim for damages for the breach 2

b y asserting that "every breach gives rise to a claim for damages"). Accordingly, I T IS HEREBY ORDERED that Plaintiff's motion for clarification (Dkt. No. 689) is DENIED. The jury will be instructed that Plaintiff breached the TCP provision for 2007 b y failing to submit a TCP proposal as promised, but that the question of whether Defendant su ff ere d any damages because of this breach, and to what extent, has been reserved for jury d e te rm in a tio n .

Dated: January 22, 2010

/s/ Robert Holmes Bell ROBERT HOLMES BELL UNITED STATES DISTRICT JUDGE

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