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Revere Plastic Systems, LLC v. Plastic Plate, LLC

United States District Court, N.D. Ohio, Western Division

August 5, 2019

REVERE PLASTIC SYSTEMS, LLC, Plaintiff, Counter-Defendant,
v.
PLASTIC PLATE, LLC, Defendant, Counter-Plaintiff.

          MEMORANDUM OPINION AND ORDER

          JAMES R. KNEPP II UNITED STATES MAGISTRATE JUDGE.

         Introduction

         Revere Plastic Systems, LLC (hereinafter “Revere”), filed a Complaint alleging: breach of contract (Count One), conversion (Count Three), willful damage or theft (Count Four), tortious interference with a business relationship (Count Five), and unjust enrichment (Count Six) against Plastic Plate, LLC. (Doc. 1-1, Complaint). Revere further requested declaratory judgment (Count Two), and attorney's fees (Count Seven). Id. Plastic Plate counter-claimed, alleging a single breach of contract claim. (Doc. 25, Amended Counter-Claim). Jurisdiction is proper under 28 U.S.C. § 1332. This case is before the undersigned on consent of the parties pursuant to 28 U.S.C. § 636(c) and Fed. Civ. R. 73. (Doc. 18).

         Currently pending before the Court is Plastic Plate's Motion for Judgment on the Pleadings as to its counter-claim. (Doc. 38). Revere opposed (Doc. 39), and Plastic Plate replied (Doc. 40). Also pending is Revere's Motion to Strike (Doc. 41), to which Plastic Plate responded (Doc. 42).

         For the reasons stated below, Revere's Motion to Strike (Doc. 41) is GRANTED and Plastic Plate's Motion for Judgment on the Pleadings as to its counter-claim (Doc. 38) is DENIED.

         Background

         Viewing the facts in the Complaint (Doc. 1), and the Amended Counter-Complaint (Doc. 25), in the light most favorable to the non-moving party Revere, the background of this case is as follows:

At the time litigation began, Revere had been a specialty plastics manufacturer for over 50 years. (Doc. 1-1, at ¶11). At some point in 2015, Revere entered into a supply contract relationship with the Whirlpool Corporation (“Whirlpool”), for certain component parts relating to Whirlpool's washers and dryers known as the “Alpha Program”. Id. at ¶12-13. As part of the contract, Whirlpool directed that Revere use Plastic Plate as a supplier for certain component parts within the Alpha Program. Id. at ¶12. Revere then incorporated these component parts into larger assemblies which were sold to Whirlpool. (Doc. 25, at ¶9).

         In 2015, Plastic Plate provided Revere with four separate quotes for these parts. (Doc. 6-1, at 4, 7, 8-9)[1]. Each quote had twenty “Terms/Conditions/Assumptions” listed at the bottom. Id. The following were included therein:

2. Any purchase order issued against this quotation will be considered as acceptance and acknowledgement of our quoted terms & conditions.
3. All pricing is based on Plastic Plate, LLC being awarded the complete production chrome volume for the Washer/Dryer Trim Ring/Handle and the sourcing of the tooling package listed above.
* * * 19. PPL commits to firm pricing hold for 5 years at start of first production shipments, assuming that the above stated production volumes meet a minimum EAU of at least 80% (Annual Customer Accepted Part Volumes: Washer Trim Ring - at least 140k; Dryer Trim Ring - at least 130k; Door Handle - at least 260k). If volumes do not meet this level, pricing will need to be reviewed.

Id.

         2015 Blanket Purchase Orders

         In October 2015, Revere issued three Blanket Purchase Orders for the Alpha Program parts (“2015 Purchase Orders”). (Doc. 1-1, at ¶13); see also Doc. 1-1, at 21-29 (Exhibit 1). On the face of each, Revere included the following language:

BLANKET P.O. ISSUED FOR FUTURE RELEASES-LIFE OF OEM[2] PROGRAM. . . IN ACCORDANCE WITH OEM CONTRACTS, PRICE CHANGES WILL ONLY BE ALLOWED AT THE BEGINNING OF THE QUARTER OF CALENDAR YEAR OR AS CONTRACTS PERMIT.

(Doc. 1-1, at 21, 24, 27). Each also references Plastic Plate's quote number “15-R602G”. Id.; see also Doc. 6-1, at 9 (quote 15-R602G). Additionally, each Purchase Order had two pages of “Terms and Conditions” attached. See Doc. 1-1, at 21-29 (“Revere Industries, LLC Purchase Order General Terms and Conditions”) (capitalization altered). These “Terms and Conditions” (identifying Revere as “Buyer”, and Plastic Plate as “Seller”) were incorporated by reference and contained the following relevant provisions:

1. OFFER AND ACCEPTANCE. This Purchase Order constitutes an offer by Revere Industries, LLC (the “Buyer”) to purchase from the addressee (the “Seller”) the goods or services identified on the Purchase Order on the terms and conditions set forth below. This is not a firm offer, and Buyer may revoke it at any time prior to acceptance by Seller. Seller's acknowledgment of the Purchase Order, shipment of any goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of this Purchase Order and all its terms and conditions. ***
* * *
3. ATTACHMENTS. Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein.
4. CHANGES. The Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order concerning any of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or packaging; (d) place of delivery, (e) time of delivery; or (f) any other matters affecting this Purchase Order.
5. TERMINATION. Buyer may terminate the Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. ***
* * *
16. BUYER'S TERMS AND CONDITIONS APPLY. No. modification or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and ...

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