Hitchiner Manufacturing Co., Inc. v. Eaton Corporation Plc

Filing 25

///ORDER granting in part and denying in part 16 Motion to Dismiss for Failure to State a Claim. So Ordered by Judge Paul J. Barbadoro.(jna) Modified on 12/10/2015 to add: ///(js).

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW HAMPSHIRE
Hitchiner Manufacturing Co., Inc.
v.

Case No. 15-cv-153-PB
Opinion No. 2015 DNH 225

Eaton Corporation Plc.

O R D E R
Hitchiner Manufacturing Co., Inc. (“Hitchiner”) has sued
Eaton Corporation Plc. (“Eaton”) for common law breach of
contract, unjust enrichment, breach of contract under the
Uniform Commercial Code (“UCC”), and breach of the duty of good
faith and fair dealing.

All of Hitchiner’s claims stem from

Eaton’s alleged breach of a “Supply Agreement” pursuant to which
Hitchiner agreed to provide castings to Eaton for use in the
production of certain General Motors (“GM”) automobile parts.
Eaton has filed a motion to dismiss Hitchiner’s complaint for
failure to state a claim.

See Fed. R. Civ. P. 12(b)(6).

It

alternatively argues that the action must be dismissed because
Hitchiner has failed to join GM as a party.

See Fed. R. Civ. P.

12(b)(7).
The dispute centers on two terms in the Supply Agreement.
First, the Agreement provides in paragraph 6.d that “Eaton

agrees to review pricing for significant changes in volume” (the
“Price Review Term”).

Doc. No. 1-1.

Second, paragraph 10

provides that “In the event that GM cancels the program prior to
achieving a volume of 16.5 million rocker arms, Eaton will take
forward any validated capital claims from Hitchiner to be
included in the claim submitted to GM by Eaton” (the “Take
Forward Term”).

Id.

Hitchiner alleges that the prices specified in the
Agreement were premised on a total volume of 33,000,000
castings, but that only 11,700,000 castings were purchased
because GM imposed a blackout period during which it did not
purchase parts from Eaton.

Doc. No. 1.

Based on these

contentions, Hitchiner alleges that GM’s imposition of a
blackout period effectively cancelled the parts program, which
obligated Eaton to “take forward” Hitchiner’s capital claims.
Hitchiner also claims that Eaton was obligated to “review and
adjust” its unit prices because the number of castings it
actually purchased from Hitchiner resulted in a “significant
change in volume.”

All of Hitchiner’s claims are based on

Eaton’s alleged breach of these two terms in the Supply
Agreement.
Eaton presents four principal challenges to Hitchiner’s
contract claims, each of which present issues that cannot be
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resolved on a motion to dismiss.

First, Eaton suggests that

Hitchiner has no breach of contract claim against Eaton because
Hitchiner’s sole remedy is a claim against GM.

This argument

misreads the Supply Agreement, however, which does not clearly
bar Hitchiner from suing Eaton.

See Doc. No. 1-1.

Second,

Eaton contends that Hitchiner cannot base a claim on an alleged
breach of the Price Review Term because no further castings were
purchased after the change in volume that allegedly triggered
its obligation to review prices.
that have yet to be developed.

This argument turns on facts
See, e.g., Jakobiec v. Merrill

Lynch Life Ins. Co., 2011 WL 1706744, at *1 (D.N.H. May 4, 2011)
(denying a motion to dismiss because further factual development
was needed to rule on a claim).

Third, Eaton argues that

Hitchiner cannot invoke the Take Forward Term to support a
breach of contract claim because Eaton has no duty to take
forward claims unless Eaton presents a claim to GM, which it has
not done.

This argument also hinges on facts that have yet to

be developed.

See id.

And fourth, Eaton argues that

Hitchiner’s UCC claim fails because the Agreement is a
requirements contract, which cannot be breached by a purchaser’s
decision to reduce its requirements for legitimate business
reasons.

This argument is a nonstarter because it ignores the

contract’s Price Review and Take Forward Terms.
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Eaton further seeks to dismiss Hitchiner’s good faith and
fair dealing claim, but this too is premature.

Whether

Hitchiner’s claim can be pleaded as a separate claim or as part
of its breach of contract claim is an inconsequential issue that
turns on a choice of law question that I decline to resolve at
the present time.
Eaton’s alternative argument for dismissal – that GM is a
necessary party – also fails because GM is not a party to the
Agreement and the court can award complete relief to the parties
regardless of whether GM is named as a party.

See Fed. R. Civ.

P. 19(a)(1)(A) (requiring joinder if, inter alia, “in that
person’s absence, the court cannot accord complete relief among
existing parties”).
Eaton’s only meritorious argument is its challenge to
Hitchiner’s unjust enrichment claim.

Because that claim merely

restates Hitchiner’s contract claim, it does not provide
Hitchiner with a distinct claim for relief.

See Berger

Enterprises v. Zurich Am. Ins. Co., 845 F. Supp. 2d 809, 822
(E.D. Mich. 2012) (Noting that “[u]nder Ohio law, absent fraud,
illegality, or bad faith, a party to an express contract may not
bring a claim for equitable relief”) (alterations in original)
(internal quotations omitted); Wolfer Ent., Inc. v. Overbrook
Dev. Corp., 132 Ohio App. 3d 353, 357 (1999) (“A party seeking a
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remedy under a contract cannot also seek equitable relief under
a theory of unjust enrichment”).

Accordingly, I dismiss that

claim.
In summary, with the exception of Hitchiner’s unjust
enrichment claim, Eaton has presented arguments for dismissal
that cannot be resolved on a motion to dismiss for failure to
state a claim.

Further, Eaton incorrectly asserts that GM is a

necessary party to the litigation.

Accordingly, Eaton’s motion

to dismiss (Doc. No. 16) is granted with respect to Hitchiner’s
unjust enrichment claim and is denied with respect to all other
claims.
SO ORDERED.
/s/Paul Barbadoro
Paul Barbadoro
United States District Judge
December 10, 2015
cc:

Alexandra Geiger, Esq.
Mark Rouvalis, Esq.
Emily Rice, Esq.
James von der Heydt, Esq.
Joseph Castrodale, Esq.
Yelanda Boxer, Esq.

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