Marvin Lumber and Cedar Company et al v. Sapa Extrusions, Inc.

Filing 479

MEMORANDUM OPINION re 474 Order on Motion for Partial Summary Judgment and on Motion for Summary Judgment. (Written Opinion). Signed by Judge Richard H. Kyle on 08/02/13. (kll) Modified on docket text 8/2/2013 (TSS).

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA

Marvin Lumber and Cedar Company, et al.,
Plaintiffs,

Civ. No. 10-3881 (RHK/LIB)
MEMORANDUM OPINION

v.
Sapa Extrusions, Inc.,
Defendant.

Sapa Extrusions, Inc.,
Third-Party Plaintiff,
v.
The Valspar Corporation,
Third-Party Defendant.

Andrew K. Fletcher, Evan A. Bloch, Richard M. Weibley, Pepper Hamilton LLP,
Pittsburgh, Pennsylvania, John W. Ursu, Robert J. Gilbertson, Sybil L. Dunlop, Greene
Espel PLLP, Minneapolis, Minnesota, for Third-Party Plaintiff Sapa Extrusions, Inc.
Richard Ihrig, Meghan M. Elliott, David A. Allgeyer, John C. Ekman, Bryan R. Freeman,
Lindquist & Vennum LLP, Minneapolis, Minnesota, for Third-Party Defendant The
Valspar Corporation.

INTRODUCTION

Plaintiff Marvin Lumber and Cedar Company (“Marvin”) 1 manufactures windows,
doors, and related products. For more than ten years it purchased painted aluminum

1

There are two named Plaintiffs in this case – Marvin Lumber and Cedar Company and Marvin

extrusions 2 (also called “lineals”) from Defendant Sapa Extrusions, Inc. (“Sapa”), 3 which
it used to make aluminum-clad windows and doors. Customers who installed these
products in coastal locations eventually began to complain that the products were losing
paint adhesion, and Marvin undertook extensive (and expensive) repairs. It commenced
this action against Sapa in 2010, seeking to recoup its repair costs; it asserted breach of
contract, breach of express and implied warranties, fraud, and similar claims. Sapa later
asserted third-party claims against Valspar Corporation (“Valspar”), its paint supplier, for
contribution and indemnity.
The parties undertook extensive discovery lasting more than two years, and with
that discovery complete, each moved for summary judgment in whole or in part. The
Motions were fully and thoroughly briefed, and the Court heard oral argument on July 18,
2013. Mindful of the parties’ preparations for the quickly approaching trial date, the
Court issued a short Order (Doc. No. 474) on July 22, 2013, disposing of Marvin’s,
Sapa’s, and Valspar’s Motions. Of relevance here, the Court granted Valspar’s Motion
and dismissed Sapa’s Third-Party Complaint. The Court now issues this Memorandum
Opinion setting forth the reasons for that decision.

Windows of Tennessee, Inc. – but the parties refer to them as “Marvin” and treat them as a single
entity, and the Court will do the same.
2

An “extrusion” is a piece of material that has been pushed through a die in order to form it into
a particular shape.
3

Sapa previously was known as Alcoa Extrusions, Inc. and Alumax, Inc. For simplicity, the
Court refers to all of these entities as “Sapa,” and it has replaced the terms “Alcoa” and
“Alumax” with “Sapa” when referencing evidence in the record.

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BACKGROUND
The background in this case has been thoroughly discussed in several prior Orders
issued by Magistrate Judge Brisbois and need not be repeated here. 4 Facts are recited
below only as necessary to understand the Court’s decision on the instant Motion and,
where recited, are taken in the light most favorable to Sapa (the non-moving party).
STANDARD OF DECISION
Summary judgment is proper if, drawing all reasonable inferences in favor of the
nonmoving party, there is no genuine issue as to any material fact and the moving party is
entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); Ricci v. DeStefano, 557
U.S. 557, 586 (2009). The moving party bears the burden of showing that the material
facts in the case are undisputed. Torgerson v. City of Rochester, 643 F.3d 1031, 1042
(8th Cir. 2011) (en banc). The Court must view the evidence, and the inferences that may
be reasonably drawn from it, in the light most favorable to the nonmoving party. Beard
v. Banks, 548 U.S. 521, 529–30 (2006); Weitz Co. v. Lloyd’s of London, 574 F.3d 885,
892 (8th Cir. 2009). The nonmoving party may not rest on mere allegations or denials,
but must show through the presentation of admissible evidence that specific facts exist
creating a genuine issue of material fact for trial. Fed. R. Civ. P. 56(c)(1)(A); Wood v.
SatCom Mktg., LLC, 705 F.3d 823, 828 (8th Cir. 2013).

4

For a full discussion of the facts leading up to the instant case and a history of the litigation, the
reader is referred to Document Numbers 63, 97, 107, 164, 206, 223, and 314.

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ANALYSIS
Despite the mountains of documents submitted by the parties and their copious
briefing on the issues, at bottom Valspar’s Motion can be easily resolved. The reason is
simple. To parrot Valspar’s counsel at oral argument, Valspar simply cannot lose – “if
Sapa wins, Valspar wins, [and] [i]f Sapa loses, Valspar wins.” (7/18/13 Hear. Tr. at 68.)
The nature of the claims asserted by Sapa against Valspar and, in turn, the nature of
Marvin’s claims against Sapa render this conclusion apparent.
Sapa brought two claims in its Third-Party Complaint against Valspar:
contribution and indemnity. In each, it seeks to pass on to Valspar any liability that may
be assessed against it on Marvin’s claims. (See Third-Party Compl. ¶ 34 (“If Sapa is
found liable to Marvin for damages resulting from corrosion in Marvin’s windows, then
Valspar is liable to Sapa for the entire amount of damages for which Sapa is found
liable.”); id. ¶ 43 (“Sapa is . . . entitled to contribution from Valspar for any damages for
which Sapa may be found liable.”).) Hence, if Sapa defeats Marvin’s claims at trial, no
contribution or indemnification would be necessary (or appropriate), and accordingly
Valspar, too, would “win.”
But the same is true even if Sapa were to lose on Marvin’s claims, because those
claims have nothing to do with Valspar. Although the lineals Marvin purchased from
Sapa incorporated Valspar’s paint, Marvin does not allege any defects in that paint.
Rather, Marvin’s claims hinge on the paint’s application – application that was
undertaken by Sapa alone. (See Marvin Mem. (Doc. No. 415) at 5 (“Marvin alleges that
failures in Sapa’s pretreatment process caused some of the [lineals] to fail to perform as
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agreed and warranted. Specifically, many of the [lineals] were improperly or
insufficiently pretreated.”) (emphasis added) (citations omitted); Marvin Reply Mem.
(Doc. No. 467) at 6 (“Sapa warranted that it would properly apply the pretreatment and
paint such that [the lineals] would perform in the field for 10 years.”) (emphasis added).)
Simply put, Marvin’s entire case “is predicated on the [allegation] that Sapa warranted
the [paint] application process.” (Marvin Reply Mem. (Doc. No. 467) at 6 (emphasis
added).)
Therein lies the rub. Sapa’s brief tries again and again to turn Marvin’s claims
into something they are not – claims against Valspar. It argues that “Valspar is the only
party that made promises regarding finish failures on Marvin [lineals].” (Sapa Mem.
(Doc. No. 450) at 2.) It argues that “Marvin’s performance warranty claim is based on
Valspar’s warranty.” (Id. at 14.) It argues that “Marvin is seeking to recover from Sapa
based on Valspar’s warranty, [which] is Valspar’s sole responsibility.” (Id. at 28; accord,
e.g., id. at 16 (The “performance warranty that Marvin describes was issued by Valspar,
not Sapa.”) (emphasis in original); id. at 32 n.111 (“[I]n the event Marvin . . . ultimately
recovers . . ., [] this liability should be Valspar’s sole responsibility as the party that
issued the warranty.”).) It continued down the same path at oral argument, contending
that “Marvin has asserted claims against Sapa [but] it is . . . referring to . . . promises
made by Valspar.” (7/18/13 Hear. Tr. at 69; see also id. at 71.)
Yet try as it might, Sapa cannot alter the nature of Marvin’s claims. Marvin is not
suing Sapa on any warranty provided by Valspar. Rather, the warranty in question is a
separate one (allegedly) provided directly and exclusively by Sapa – Sapa would
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properly pretreat the lineals and apply Valspar’s paint – and thus, in order for it to
prevail, Marvin must show that Sapa breached this separate warranty. Doing so simply
would not implicate Valspar. 5
Sapa tries to avoid this by arguing that Valspar was involved in the pretreatment
and painting process, because it “certified” Sapa to apply its paint and periodically tested
painted lineals to determine whether they met Marvin’s specifications. (Sapa Mem.
(Doc. No. 450) at 28-31.) But even Sapa acknowledges that the “certification” merely
described Sapa’s capabilities and did not guarantee that every lineal it manufactured
would be properly pretreated and painted. (See id. at 29 (certification indicated that Sapa
was “capable of applying Valspar’s coatings to” specification) (emphasis added); see
also id. at 30 (noting that Marvin’s understanding of the certification was that “Sapa was
“capable” and “could properly, with the pretreatment process, apply the coating and meet
specifications”) (emphases added).) Indeed, John Clifton, the manager of Sapa’s
Yankton, South Dakota facility (which produced the lineals), testified in his deposition
that Sapa did not rely upon Valspar’s expertise for its pretreatment process. (See Clifton
Dep. at 318-19; see also White Dep. at 240-41 (noting that it was Sapa’s “job to make
sure that – that the pretreatment is done properly”).) Along those same lines, while
Valspar admittedly performed occasional tests (roughly once per month) on exemplar
lineals provided by Sapa, Sapa recognizes that such testing was intended simply to show
that “product quality is in the ballpark of where it needs to be” (Sapa Mem. (Doc. No.

5

Indeed, this is driven home by the terms of the warranty Valspar did provide, which is effective
only if Valspar’s paint has been “properly applied.” (Ihrig Aff. (Doc. No. 439) Ex. 6, ¶ 1.)

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450) at 9 (emphasis added)); it was not, nor could it be, a guarantee that every lineal met
Marvin’s specifications.
In any event, Valspar’s so-called “involvement” in the pretreatment process would
not alter the analysis. There is no dispute Valspar did extend Sapa a warranty regarding
“the use of [its] coatings at [Sapa’s] plant . . . for use on Marvin Window extrusions.”
(Ihrig Aff. (Doc. No. 439) Ex. 6.) That warranty expressly limited Valspar’s liability to
warranty claims based on the failure of its paint – Valspar assumed “no other liability,”
including for claims based on “negligence or any other legal theory.” (Id. ¶ 8.) But here,
Sapa denies bringing a warranty claim against Valspar (see Sapa Mem. (Doc. No. 450) at
31), and any claim based on Valspar’s certification or testing would, at best, sound in
negligence – which is expressly disclaimed by the terms of Valspar’s warranty.
The Court need not proceed further. Sapa’s claims present the rare case of,
“Heads I win, tails you lose.” If Marvin is unsuccessful on its claims against Sapa, there
would be no basis (or need) for Sapa to seek contribution or indemnity from Valspar.
And if Marvin is successful on its claims against Sapa, it will have necessarily proved
that Sapa’s liability was based on its conduct alone – meaning there also would be no
basis to seek contribution or indemnity from Valspar. For these reasons, and based on
the all files, records, and proceedings herein, the Court has granted Valspar’s Motion for
Summary Judgment.

Dated: August 2, 2013

s/Richard H. Kyle
RICHARD H. KYLE
United States District Judge
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