Cincinnati Bell Inc. v. Anixter Bros.

69 F. Supp. 2d 982, 1999 WL 988973
CourtDistrict Court, S.D. Ohio
DecidedOctober 28, 1999
DocketNo. C-1-93-0871
StatusPublished
Cited by1 cases

This text of 69 F. Supp. 2d 982 (Cincinnati Bell Inc. v. Anixter Bros.) is published on Counsel Stack Legal Research, covering District Court, S.D. Ohio primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cincinnati Bell Inc. v. Anixter Bros., 69 F. Supp. 2d 982, 1999 WL 988973 (S.D. Ohio 1999).

Opinion

[984]*984ORDER

SPIEGEL, Senior District Judge.

This matter is before the Court on Plaintiffs Motion for Partial Summary-Judgment (doc. 75); Defendants’ Response (doc. 78); Plaintiffs Reply (doc. 84); Defendants’ Motion for Leave to File a Supplemental Response to Plaintiffs Motion for Partial Summary Judgment Instanter (doc. 85); Defendants’ Renewed Motion for Summary Judgment (doc. 77); Plaintiffs Response (doc. 79); and Defendants’ Reply (doc. 83). The Court also held a hearing on this matter on January 28,1999 (doc. 89).

BACKGROUND

This is a contract dispute between the parties to a joint venture called Anixter-Cincinnati (hereinafter, “the Joint Venture”) (doc. 2). Plaintiff initially filed suit against Defendants in the Hamilton County Court of Common Pleas on November 16, 1993 (Id.). However, Defendants removed this action to federal court on December 14, 1993 (Id.). In this matter, Plaintiff seeks the following remedies: (1) an accounting of all of the assets and profits relating to the CATV business; (2) compensatory and punitive damages; (3) disgorgement of profits; (4) restitution for unjust enrichment; and (5) reasonable attorney fees and expenses (Id.).

This controversy can be traced back to July 1, 1983, when Cincinnati Bell, Inc. (hereinafter, “Plaintiff’ or “CBI”), an Ohio corporation with its principal place of business located in Cincinnati, Ohio, and Anixter Brothers, Inc.1 (hereinafter, “Defendants” or “Anixter”), a Delaware corporation with its principal place of business in Skokie, Illinois, formed an unincorporated partnership/joint venture (Id.). The Joint Venture was to be in full force and effect until its scheduled termination on December 31, 1993 (Id.). Anix-ter served as the appointed Manager of the Joint Venture throughout the term of the agreement (Id.).

The Joint Venture was governed by a Joint Venture Agreement (hereinafter, “the JVA”) (Id.). The “Purpose and Scope” clause of the JVA states that the Joint Venture was formed: “(i) [T]o engage in the distribution of electrical wire and cable, C.A.T.V. [cable television] and telephone and communications products by buying, warehousing and selling such products, (ii) to engage in the manufacture of preassembled wires and to refurbish telephone equipment, and (iii) to engage in the warehousing of customer-owned products” (doc. 75, Ex. A). The JVA also contained a choice of law provision stating that, “[t]his Agreement and the rights of the Venturers shall be governed by and construed and enforced in accordance with the laws of the State of Ohio” (Id.). The JVA provides that “[a]ll decisions with respect to the general overall management and control of the Joint Venture shall be made and agreed to unanimously by the Venturers and shall be binding on the Joint Venture and all Venturers” (Id.). In addition, the JVA contains an integration clause stating that this “[a]greement contains the entire understanding between the parties and may not be orally changed or modified” (Id.).

On August 1, 1987, Anixter and CBI mutually agreed to change the Joint Venture’s geographical territory (hereinafter, “Area of Primary Responsibility) from parts of Ohio, Indiana, and Kentucky to all of Ohio and Kentucky, but none of Indiana” (Id.). Anixter drafted an amendment to the JVA to reflect the agreed-upon geographical changes to the original Area of Primary Responsibility2 (Id.). [985]*985This amendment became known as “Amendment No. 3” (Id.). Amendment No. 3 affirmed that “[a]ll other terms of the Joint Venture Agreement shall remain in effect” (Id.). The amendment was subsequently signed by the then-presidents of CBI and Anixter (Id.).

Sometime after the signing of Amendment No. 3 to the JVA, Anixter transferred the remaining cable television (“CATV”) business from the Joint Venture and its Area of Primary Responsibility (i.e., Ohio and Kentucky) into a division of Anixter called ANTEC (doc. 2). In mid-1993, Itel, Anixter’s parent company, announced that ANTEC would be taken public through an Initial Public Offering (hereinafter, “the ANTEC IPO”) (doc. 75, Ex. E). Plaintiff alleges that the proceeds from the ANTEC IPO exceeded $350 million and that “neither the Joint Venture nor CBI ever received any portion of the proceeds of the ANTEC IPO” (doc. 75). Upon the end of discovery, Plaintiff filed a Motion for Partial Summary Judgment against Defendants on the issue of liability as to Counts III (Conversion) and IV (Unjust Enrichment). Plaintiff asserts that there are no genuine issues of material fact, and that Plaintiff is entitled to judgment in its favor as a matter of law (doc. 75). Shortly thereafter, Defendants filed a Response (doc. 78) and Plaintiff followed with its Reply (doc. 84). Defendants subsequently requested Leave to File a Supplemental Response to Plaintiffs Motion for Partial Summary Judgment Instanter pursuant to Local Rule 7.2(a)(2) (doc. 85). As of the date of this Order, Plaintiff has not filed an objection to Defendants’ Motion.

At the same time Plaintiff filed its Motion for Partial Summary Judgment, Defendant’s filed their Renewed Motion for Summary Judgment (doc. 77). Plaintiffs subsequently filed its Response (doc. 79), and Defendants’ followed with their Reply (doc. 83).

STANDARD OF REVIEW

The narrow question that we must decide on a motion for summary judgment is whether there exists a “genuine issue as to any material fact and [whether] the moving party is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). The Supreme Court elaborated upon the appropriate standard in deciding a motion for summary judgment as follows:

[T]he .plain language of Rule 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon motion, 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.

Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986).

The moving party has the initial burden of showing the absence of a genuine issue of material fact as to an essential element of the non-movant’s case. Id. at 321, 106 S.Ct. 2548; Guarino v. Brookfield Township Trustees, 980 F.2d 399, 405 (6th Cir.1992); Street v. J.C. Bradford & Co., 886 F.2d 1472, 1479 (6th Cir.1989). If the moving party meets this burden, then the non-moving party “must set forth specific facts showing there is a genuine issue for trial.” Fed.R.Civ.P. 56(e); see Guarino, 980 F.2d at 405.

As the Supreme Court stated in Celotex, the non-moving party must “designate” specific facts showing there is a genuine issue for trial. Celotex, 477 U.S. at 324, 106 S.Ct. 2548; Guarino, 980 F.2d at 405.

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Cite This Page — Counsel Stack

Bluebook (online)
69 F. Supp. 2d 982, 1999 WL 988973, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cincinnati-bell-inc-v-anixter-bros-ohsd-1999.