Seale & Associates, Inc. v. Ingersoll-Rand PLC,

Filing 87

MEMORANDUM OPINION and ORDER. ORDERED that Defendant Ingersoll-Rand Company's Motion for Summary Judgment 51 is DENIED and Plaintiff Seale & Associates. Inc.'s Motion for Summary Judgment is GRATNED. See Order for further details. Signed by District Judge Gerald Bruce Lee on 8/16/2016. (rban, )

IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION

SEALE & ASSOCIATES, INC.,
Plaintiff,
Case No. l:15-cv-01282-GBL-IDD

V.

INGERSOLL-RAND CO.,
Defendant.

MEMORANDUM OPINION AND ORDER

THIS MATTER is before the Court on the Parties' Cross-Motions for Summary

Judgment. (Docs 51, 54). This case arises from an Engagement Agreement ("Agreement")
between Plaintiff Seale & Associates, Inc. ("Seale") and Defendant Ingersoll-Rand Company

and its predecessor, American Standard Companies, Inc. ("American Standard"), wherein Seale
agreed to serve as American Standard's exclusive agent to assist with the sale of its Cal-O-Rex
water heater business ("Cal-O-Rex"). In the event of a successfiil sale of Cal-O-Rex, American
Standard and its successors, as outlined in the Agreement, agreed to pay Seale a percentage of all
"Proceeds"^ derived from the sale. There are four issues before the Court.

The first issue is whether, under the Agreement, Ingersoll-Rand is required to pay Seale

5% of all Proceeds Ingersoll-Rand receives, as a result of the Cal-O-Rex sale. The Court holds
that imder the unambiguous language of the Agreement alone, Ingersoll-Rand, as the successor
to American Standard, is required to pay Seale 5% of all Proceeds from the Cal-O-Rex sale. In
light of the Agreement's unambiguous language requiring such payment, the Court need not
review evidence outside of the Agreement.
^Proceeds, when written witha capital "P" denotes "Proceeds" as defined by the Engagement Agreement