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GoE3 Limited Liability Co. v. Eaton Corp.

United States District Court, D. Arizona

August 28, 2018

GoE3 Limited Liability Company, Plaintiff,
Eaton Corporation, Defendant.


         At issue is Defendant and Counter-Claimant Eaton Corporation's (“Eaton”) Motion for Summary Judgement (Doc. 35, Mot.), to which Plaintiff and Counter-Defendant GoE3 Limited Liability Company (“GoE3”) filed a Response (Doc. 41, Resp.), and to which Eaton filed a Reply (Doc. 45, Reply). No party requested oral argument, and the Court finds the Motion ripe for resolution without such argument. See LRCiv 7.2(f). For the reasons that follow, the Court will grant Eaton's Motion

         I. BACKGROUND

         GoE3 sells and installs electric vehicle charging stations to gas stations and other entities for the purpose of recharging electric vehicles. On May 31, 2012, GoE3 submitted a purchase order to Eaton for a quantity of charging stations: 120 units of Eaton's “E3 Combo L123 with Marketing Kit” and 360 units of Eaton's “E2 level 1, 2 with top hat kit.” (Doc. 36-2, Def's Supplemental Statement of Facts (“SSOF”) Ex. B.) In conjunction with its purchase order, GoE3 agreed to the terms and conditions contained within Eaton's Selling Policy, which included, inter alia, an express clause limiting the buyer's remedy for a breach of the contract to the purchase price of the product. (Def's SSOF Ex. E at 5.)

         At some point, the deal between GoE3 and Eaton went awry, culminating in GoE3 filing this matter in Maricopa County Superior Court on August 25, 2016. (Doc. 1-2, Compl.) Eaton timely removed to this Court on the basis of diversity jurisdiction, (Doc. 1, Notice of Removal). Following removal, Eaton filed its Answer and Counterclaim, which contained claims against GoE3 for breach of contract and breach of the covenant of good faith and fair dealing. (Doc. 11, Answer & Countercl.)

         In its Complaint, GoE3 alleges that Eaton breached the terms of its agreement by “suppl[ying] defective equipment, ” delivering equipment that “was not what was ordered, ” and failing to respond “regarding service.” (Doc. 1-2, Compl. ¶ 3.) GoE3 additionally alleges that Eaton conspired with two former GoE3 employees to defraud GoE3. (Compl. ¶ 8.) Although GoE3's allegations are bare bones-and arguably insufficient under Federal Rule of Civil Procedure 8(a)-GoE3's owner, Bruce Brimacombe, provided deposition testimony clarifying the bases for GoE3's allegations. In particular, Brimacombe testified that Eaton delivered charging stations that failed to comply with GoE3's expectations by including the wrong charging plugs, incorrect screens, and by failing to build the stations to the correct temperature ratings, among other deficiencies.

         Eaton now moves for summary judgment on the entirety of GoE3's Complaint.


         Under Rule 56(c) of the Federal Rules of Civil Procedure, summary judgment is appropriate when: (1) the movant shows that there is no genuine dispute as to any material fact; and (2) after viewing the evidence most favorably to the non-moving party, the movant is entitled to prevail as a matter of law. Fed.R.Civ.P. 56; Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986); Eisenberg v. Ins. Co. of N. Am., 815 F.2d 1285, 1288-89 (9th Cir. 1987). Under this standard, “[o]nly disputes over facts that might affect the outcome of the suit under governing [substantive] law will properly preclude the entry of summary judgment.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A “genuine issue” of material fact arises only “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Id.

         In considering a motion for summary judgment, the court must regard as true the non-moving party's evidence, if it is supported by affidavits or other evidentiary material. Celotex, 477 U.S. at 324; Eisenberg, 815 F.2d at 1289. However, the non-moving party may not merely rest on its pleadings; it must produce some significant probative evidence tending to contradict the moving party's allegations, thereby creating a material question of fact. Anderson, 477 U.S. at 256-57 (holding that the plaintiff must present affirmative evidence in order to defeat a properly supported motion for summary judgment); First Nat'l Bank of Ariz. v. Cities Serv. Co., 391 U.S. 253, 289 (1968).

         “A summary judgment motion cannot be defeated by relying solely on conclusory allegations unsupported by factual data.” Taylor v. List, 880 F.2d 1040, 1045 (9th Cir. 1989). “Summary judgment must be entered ‘against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.'” United States v. Carter, 906 F.2d 1375, 1376 (9th Cir. 1990) (quoting Celotex, 477 U.S. at 322).

         III. ANALYSIS

         In its Motion, Eaton moves for summary judgment on GoE3's breach of contract claim on two bases. First, Eaton contends that the Statute of Frauds prohibits GoE3 from enforcing the material terms of a contract which were not reduced to writing. (Mot. at 3- 6.) Second, Eaton argues that, even if GoE3 can demonstrate a breach of contract, its damages are limited to the cost paid by GoE3.[1]

         In Arizona, [2] a plaintiff must prove the existence of a contract, its breach, and the resulting damage to prevail on a breach of contract claim. Coleman v. Watts, 87 F.Supp.2d 944, 955 (D. Ariz. 1998) (citing Clark v. Compania Ganadera de Cananea, S.A., 387 P.2d 235, 237 (Ariz. 1963)). Under the Uniform Commercial Code, a contract for the sale of goods at a price of $500 or more may not be enforced “unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought.” A.R.S. § 47-2201. This requirement, commonly referred to as a Statute of Frauds, is an affirmative defense that a defendant may raise in response to an action attempting to enforce a contract.[3] Double AA Builders, Ltd. v. Grand State Constr. L.L.C., 114 P.3d 835, 842 (Ariz.Ct.App. 2005). The Statute of Frauds applies with equal force to modifications of a contract “if the contract as modified is within its provisions.” A.R.S. § 47-2209; Best v. Edwards, 176 P.3d 695, 698 (Ariz.Ct.App. 2008) (“[T]he modification of a material term of an agreement . . . must also be in writing.”). If a written instrument exists, the contract does not fail for indefiniteness “even though one or more terms are left open, ” but there must be “a reasonably certain basis for giving an appropriate remedy.” A.R.S. § 47-2204.

         Here, the parties do not dispute the existence of some contractual relationship between them. (See Reply at 1 (“Eaton expressly acknowledged in its Motion that it had a contract with GoE3 to sell a quantity of electric vehicle charging stations for a specified price.”).) Rather, the parties ...

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