Wiese USA, Inc. v. Haulotte Group / Bil-Jax, Inc.

Filing 49

Memorandum Opinion and Order: I deny Wiese U.S.A., Inc.'s supplemental motion for summary judgment and grant the supplemental motion of Haulotte Group / Bil-Jax, Inc., for summary judgment, as to each of Wiese's declaratory judgment claims. re 45 46 . Judge Jeffrey J. Helmick on 6/7/22. (M,SM)

Case: 3:17-cv-01967-JJH Doc #: 49 Filed: 06/07/22 1 of 7. PageID #: 588

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OHIO
WESTERN DIVISION
Wiese USA, Inc.,

Case No. 3:17-cv-1967
Plaintiff,

v.

MEMORANDUM OPINION
AND ORDER

Haulotte Group / Bil-Jax, Inc.,
Defendant.
I.

INTRODUCTION

Plaintiff Wiese USA, Inc., seeks a declaratory judgment requiring Defendant Haulotte
Group / Bil-Jax, Inc. (“Bil-Jax”), to indemnify and defend Wiese in three state-court lawsuits in
Illinois arising out of an alleged accident involving one of Bil-Jax’s products. (Doc. No. 1). I
previously granted Bil-Jax summary judgment in its favor. (Doc. No. 38). Wiese appealed and the
Sixth Circuit Court of Appeals reversed my ruling and remanded the case for further proceedings.
Wiese USA, Inc. v. Haulotte Grp. / Bil-Jax, Inc., 858 F. App’x 909 (6th Cir. 2021).
The parties have filed supplemental motions for summary judgment, (Doc. Nos. 45 and 46),
and have completed briefing on the motions. For the reasons stated below, I deny Wiese’s motion
and grant Bil-Jax’s motion.
II.

BACKGROUND

I previously summarized the factual and procedure posture of this case as follows:
Wiese and Bil-Jax, in some capacity, have had a business relationship dating back to
early 2008. (Doc. No. 24-1 at 13-15). Bil-Jax designs and manufactures certain
products for use in construction fields, including an aerial boom lift which allegedly

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[is] the genesis of this litigation. (Doc. No. 1 at 3). Wiese contracts with
manufacturers to be an authorized dealer of the products and equipment produced
by those manufacturers. (Doc. No. 22-1).
In 2012, Wiese and Bil-Jax negotiated an agreement, pursuant to which Wiese would
stock, rent, and service Bil-Jax products within a given territory (the “Dealer
Agreement”). (Doc. No. 1-1). The Dealer Agreement included an indemnification
provision, which states, in part, that Bil-Jax “shall indemnify and hold [Wiese]
harmless against and assume the full responsibility for the defense and disposition of
all claims or suits asserted against [Wiese] in which it is alleged that death, bodily
injury[,] or property damage has been suffered as a result of an occurrence which is
due in whole or in part from a producr (sic) defect caused by Haulotte Group / Bil[]Jax in the design, manufacture, containerization[,] or identification of the Products .
. . .” (Id. at 7).
Wiese alleges that, in January 2016, a Bil-Jax aerial boom lift malfunctioned while in
use by two employees of a roofing company, causing the employees to fall
approximately 30 feet. The roofing company, Sentry Roofing, Inc., had purchased
the aerial boom lift from Airworx Construction and Equipment Supply, LLC, and
had contracted with Wiese to inspect, maintain, repair, and service the aerial boom
lift. (Doc. No. 1 at 3). Following the accident, Sentry and the two employees each
filed suit against Airworx, Wiese, and Bil-Jax. Bil-Jax refused Wiese’s tender of
defense for those lawsuits, leading to this litigation.
(Doc. No. 38 at 1-2).
I concluded the indemnity provision of the Dealer Agreement did not comply with Ohio’s
statute of frauds and that it therefore was unenforceable. (Id. at 3-4). Wiese appealed, and the Sixth
Circuit ruled the statute of frauds does not apply to the indemnity provision because Ohio law
permits courts to enforce a promise to indemnify made directly to the party incurring the debt – that
is, a promise to indemnify made by Bil-Jax directly to Wiese – even if that promise is not in a signed
writing. Wiese, 858 F. App’x at 910-11 (citing cases).
III.

STANDARD

Summary judgment is appropriate if the movant demonstrates there is no genuine dispute of
material fact and that the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a).
All evidence must be viewed in the light most favorable to the nonmovant, White v. Baxter Healthcare
Corp., 533 F.3d 381, 390 (6th Cir. 2008), and all reasonable inferences are drawn in the nonmovant’s

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favor. Rose v. State Farm Fire & Cas. Co., 766 F.3d 532, 535 (6th Cir. 2014). A factual dispute is
genuine if a reasonable jury could resolve the dispute and return a verdict in the nonmovant’s favor.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A disputed fact is material only if its
resolution might affect the outcome of the case under the governing substantive law. Rogers v.
O’Donnell, 737 F.3d 1026, 1030 (6th Cir. 2013).
IV.

ANALYSIS

The parties have two primary disagreements: (1) whether the Dealer Agreement is an
enforceable contract; and (2) if so, whether the indemnity provision applies in these circumstances.1
In the first instance, the Sixth Circuit’s decision reversing my earlier summary judgment
ruling precludes re-argument of Bil-Jax’s position that the Dealer Agreement is not an enforceable
contract. This conclusion is driven by the application of three appellate principles.
The first two – the law of the case doctrine and the mandate rule – are related. The law of
the case doctrine “precludes a court from reconsideration of issues decided at an early stage of the
litigation, either explicitly or by necessary inference from the disposition.” Westside Mothers v.
Olszewski, 454 F.3d 532, 538 (6th Cir. 2006) (citations and internal quotation marks omitted).
“Pursuant to the law of the case doctrine, and the complementary mandate rule, upon remand the
trial court is bound to proceed in accordance with the mandate and law of the case as established by
the appellate court.” Id. Once a case is remanded by the appellate court, “[t]he trial court must
implement both the letter and the spirit of the mandate, taking into account the appellate court’s
opinion and the circumstances it embraces.” United States v. Moored, 38 F.3d 1419, 1421 (6th Cir.
1994) (citation and internal quotation marks omitted).

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Wiese has abandoned its claim for common-law indemnity. (Doc. No. 33 at 3, n.1; Doc. No. 48 at
1).
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The Sixth Circuit first determined, as the parties conceded in their supplemental briefing,
that the statute of frauds does not apply to the indemnity provision. Wiese, 858 F. App’x at 911. But
the circumstances on appeal also included Bil-Jax’s other arguments in support of its position that
the Dealer Agreement, and consequently the indemnity provision, were unenforceable. (See Doc.
No. 27-2; Doc. No. 34 at 6-10). A third appellate principle provides guidance on how to address
these other arguments. The Sixth Circuit has routinely held it “‘can affirm a decision of the district
court on any grounds supported by the record, even if different from those relied on by the district
court.’” Garza v. Lansing Sch. Dist., 972 F.3d 853, 877 (6th Cir. 2020) (quoting Brown v. Tidwell, 169
F.3d 330, 332 (6th Cir. 1999) (per curiam)). Yet, the Sixth Circuit declined to accept those alternate
arguments as a reason to affirm my decision granting summary judgment in Bil-Jax’s favor.
Instead, the Sixth Circuit noted that, under Ohio law, “a promise to indemnify . . . made
directly to the party incurring the debt” is enforceable without a writing, and held:
Here, Haulotte and Wiese specifically negotiated the indemnity clause. Haulotte
promised Wiese directly to indemnify it against losses for certain claims and suits.
Haulotte made this promise to Wiese, not to Wiese’s creditors.
Wiese, 858 F. App’x at 911.
The conclusion that the indemnity provision is an enforceable agreement is “either
[an] explicit[] or . . . [a] necessary inference from the disposition” of the appeal. Westside
Mothers, 454 F.3d at 538. Thus, Bil-Jax’s arguments on remand that the indemnity provision
is unenforceable are contrary to “both the letter and the spirit” of the Sixth Circuit’s ruling.
Moored, 38 F.3d at 1421.
Bil-Jax’s second argument on remand – that the product in question is not within the scope
of the indemnity provision – fares better. The indemnity provision states:
“Bil-Jax shall indemnify and hold [Wiese] harmless against and assume the full
responsibility for the defense and disposition of all claims or suits asserted against
[Wiese] in which it is alleged that death, bodily injury[,] or property damage has been
suffered as a result of an occurrence which is due in whole or in part from a producr
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(sic) defect caused by Haulotte Group / Bil[-]Jax in the design, manufacture,
containerization[,] or identification of the Products . . . .”
(Doc. No. 1-1 at 7).
The Dealer Agreement defines the term “the Products” as “Elective Scissor Lifts, Electric
Self-Propelled Booms, Vertical Lifts . . . and all service parts for the same.” (Id. at 2). The parties
agree the product that led to the underlying injuries is a “trailer mounted articulating boom lift,”
which is not one of the three types of products included in the defined term. (Doc. No. 27-3 at 3).
Wiese argues the parties did not intend to limit the Dealer Agreement to only “three random
pieces of equipment,” but expected the agreement to govern their “entire relationship” and to apply
to “all Haulotte products.” (Doc. No. 46 at 14). Wiese contends the Dealer Agreement is
ambiguous because it “contains several instances of contradicting language regarding the coverage of
the products” and, therefore, I may consider extrinsic evidence to resolve the ambiguity. (Doc. No.
33 at 12).
It is true that the Dealer Agreement, in several different sections, contains a variety of terms
referencing the machines and equipment which may be covered by the parties’ agreement. At
various points, the Dealer Agreement uses the following language: “the Products”; “Haulotte
product”; “Haulotte machines”; “Haulotte products”; “Haulotte Group / BilJax Products”; and
“Products.” (Doc. No. 1-1 at 2, 3, and 6).
But that is not true for the indemnity provision. “Contractual language is ‘ambiguous’ only
where its meaning cannot be determined from the four corners of the agreement or where the
language is susceptible of two or more reasonable interpretations.” United States Fid. & Guar. Co. v.
St. Elizabeth Med. Ctr., 716 N.E.2d 1201, 1208 (Ohio Ct. App. 1998) (citing Potti v. Duramed Pharm.,
Inc., 938 F.2d 641, 647 (6th Cir. 1991)). A court’s role is to determine whether “the relevant contract
language is ambiguous.” Potti, 938 F.2d at 647; see also id. (“Ambiguity exists only when a term

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cannot be determined from the four corners of the agreement . . . .”) (citing Wells v. Am. Elec. Power
Co., 548 N.E.2d 995 (Ohio Ct. App. 1988)) (emphasis added).
Wiese argues that the inconsistent references to Haulotte and Bil-Jax products throughout
the Dealer Agreement creates ambiguity as to the scope of the Dealer Agreement. (Doc. No. 46 at
15 (“The Dealer Agreement contains many instances of contradicting and ambiguous language
regarding the coverage of the products. . . . Thus, when reviewing the contract as a whole . . . the
terms relating to Haulotte product are ambiguous . . . .). But the indemnity provision does not
contain inconsistent references and, therefore, that provision is not ambiguous.
“When a contract term is defined in the policy, that definition controls what the term
means.” Watkins v. Brown, 646 N.E.2d 485, 487 (Ohio Ct. App. 1994); see also Pica Corp. v. Clarendon
Am. Ins. Co., 339 F. App’x 540, 541-42 (6th Cir. 2009) (quoting Watkins). The indemnity provision
uses the defined term – “the Products.” (Id. at 7). Wiese does not suggest there is any ambiguity in
the language used in the subsection defining the term “the Products.” Instead, Wiese contends the
inconsistent usage of the defined term creates ambiguity as to whether the parties intended for the
Dealer Agreement to cover only the products encompassed by the defined term.
But the fact that other provisions within the Dealer Agreement may be ambiguous does not
mean the indemnity provision in that Agreement is ambiguous. The parties’ dispute is not over
whether other products were subject to, for example, the price discount provision, or the provision
governing Wiese’s duties as an authorized dealer. (See Doc. No. 1-1 at 1, 6). Rather, the parties’
dispute concerns the duties Bil-Jax owes to Wiese under the indemnity provision. The relevant
question is whether that specific provision is ambiguous. Because it is not, I may not consider
extrinsic evidence to determine if the parties intended the indemnity provision to mean something
other than what the contractual language states. See, e.g., Potti, 938 F.2d at 647-48 (concluding trial
court erred by admitting extrinsic evidence of the parties’ intent when “there [was] no ambiguity
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with respect to the critical language” contained in the disputed “paragraph 8.2”); United States Fid. &
Guar. Co., 716 N.E.2d at 1209 (concluding trial court erred by considering extrinsic evidence to
determine the parties’ intent when there was no ambiguity in the defined term “losses”).
I conclude: (i) there is no ambiguity in the contractual definition of “the Products”; (ii) the
defined term controls the scope of Bil-Jax’s promise to indemnify Wiese; and (iii) the indemnity
provision does not apply in these circumstances.
V.

CONCLUSION

For the reasons stated above, I deny Wiese’s supplemental motion for summary judgment,
(Doc. No. 46), and grant Bil-Jax’s supplemental motion for summary judgment, as to each of
Wiese’s declaratory judgment claims. (Doc. No. 45).
So Ordered.
s/ Jeffrey J. Helmick
United States District Judge

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