Contech Casting, LLC v. ZF Steering Systems, LLC

931 F. Supp. 2d 809, 2013 U.S. Dist. LEXIS 40043, 2013 WL 1173990
CourtDistrict Court, E.D. Michigan
DecidedMarch 22, 2013
DocketCivil Action No. 13-CV-10766
StatusPublished
Cited by3 cases

This text of 931 F. Supp. 2d 809 (Contech Casting, LLC v. ZF Steering Systems, LLC) is published on Counsel Stack Legal Research, covering District Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Contech Casting, LLC v. ZF Steering Systems, LLC, 931 F. Supp. 2d 809, 2013 U.S. Dist. LEXIS 40043, 2013 WL 1173990 (E.D. Mich. 2013).

Opinion

OPINION AND ORDER DENYING PLAINTIFF’S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION

MARK A. GOLDSMITH, District Judge.

I. INTRODUCTION

In this diversity action, Plaintiff Contech Castings, LLC has brought suit against Defendant ZF Steering Systems, LLC for Defendant’s failure to pay approximately $3.868 million for automotive parts Plaintiff sold to it. According to Plaintiff, that failure to pay has created an existential threat to the economic survival of the company and will cause incalculable harm to its customers throughout the automotive industry.

Now before the Court is Plaintiffs emergency motion for temporary restraining order and preliminary injunction (Dkt. 6), which seeks to compel Defendant to make payment and thereby facilitate continued financing of Plaintiffs operations. Having conducted four hearings in this matter, including a day-long evidentiary hearing on irreparable harm, and having reviewed numerous briefs with voluminous attachments submitted by the parties, the Court concludes that Plaintiff has not met its burden of showing entitlement to preliminary injunctive relief. Therefore, the motion will be denied.

II. BACKGROUND

Plaintiff manufactures a variety of automotive parts.1 Some are sold directly to [812]*812automobile manufacturers, and others are sold to Tier-1 and Tier-2 companies, which incorporate the parts into larger component systems that are later sold to automobile manufacturers. David W. Jaeger 2 Aff. ¶¶ 11-12 (Dkt. 6-2).

Like many other companies in the automotive industry, Plaintiff has had a turbulent economic history. Although its sales in 2008 were some $350 million, it filed for bankruptcy in 2009 due to “missing bank covenants” and other “financial distress.” Id. ¶ 6; Hr’g Tr. at 11-12.3 It was bought by Revstone Industries in 2009 and regained its footing by maintaining some of its larger customers, such as Ford Motor Company, Delphi, and Defendant. Jaeger Aff. ¶ 6; Hr’g Tr. at 12-13. Sales for 2013 were projected to be $123 million, with Defendant’s share expected to be $45 million. Jaeger Aff. ¶ 20; Hr’g Tr. at 16.

The relationship between Plaintiff and Defendant extends back to July 2008. Pierre Abboud4 Aff. ¶ 6. Specifically, the parties entered into purchase agreements under which Plaintiff agreed to manufacture and supply to Defendant pinion rack housing systems for inclusion in GM and BMW automobile steering systems. Under the agreements, Plaintiff was obligated to supply 100% of Defendant’s requirements through December 2014 for certain GM programs, and through December 2013 for certain BMW programs. Jaeger Aff. ¶ 16.

The relationship between the parties has not been without friction, with each side having its own perspective for the causes. Defendant points out that, starting soon after the beginning of the parties’ contractual relationship, Plaintiff made numerous requests for accommodations, which took the form of requests for cash concessions, price surcharges, funding of replacement tools, and equipment investment. Abboud Aff. ¶¶ 6, 10, 14, 15; Hr’g Tr. at 86-88, 92-96, 98-99, 101-102,106.5 Defendant states that it agreed to many of these requests “[u]nder duress and ... solely to mitigate its damages in order to ensure continuity of supply to GM and BMW.” Def. Resp. at 8.

Plaintiff acknowledges these requests, but points out that the requests were necessitated, at least in part, by Defendant’s increased demands for larger quantities of goods, which elevated Plaintiffs costs due to accelerated wear and tear and overtime. Hr’g Tr. at 141-142.

During the course of the relationship, Defendant also expressed concerns regarding Plaintiffs performance. Abboud Aff. ¶ 6. For example, in 2010, 2011, and 2012, Defendant had to shut down its own production lines on occasion and send a team [813]*813of its employees to Plaintiffs facilities to monitor Plaintiffs operations and manufacturing processes. Id. ¶¶ 7, 9, 11, 12. Defendant also held several meetings with Plaintiff to address its performance and productivity issues. Id. ¶ 10.

None of these concerns triggered any formal notice of breach. However, in June 2012, a formal notice of breach was sent by Defendant to Plaintiff after BMW had issued a recall notice affecting some 9,700 vehicles. The recall concerned thermal issues caused by nonconforming housing sold to BMW by Defendant, which included a component part manufactured by Plaintiff and sold to Defendant. Id. ¶ 17.

On June 28, 2012, Defendant sent Plaintiff a letter regarding the recall, claiming that the recall stemmed from Plaintiffs failure to manufacture parts within the specifications called for by the parties’ contract. Defendant demanded indemnification from Plaintiff regarding damages stemming from the recall, which were later determined to be approximately $10.9 million. Def. Resp. Ex. M (Dkt. 15-14).

On July 2, 2012, Plaintiff sent a response letter to Defendant denying that Plaintiffs parts were the cause of the recall. In addition, Plaintiff requested assurances from Defendant that it would not offset its accounts payable to Plaintiff in the amount of the damages related to the BMW recall. Plaintiff explained to Defendant that assurances were necessary because Plaintiff would have to notify its lender, Wells Fargo Capital Finance (Wells Fargo), of the recall, and that Wells Fargo would require assurances that Plaintiff would receive payment for the parts that were alleged by Defendant to be the cause of the recall. Plaintiff informed Defendant that it could not continue shipping parts to Defendant unless such assurances were provided. Def. Resp. Ex. N (Dkt. 15-15).

Continued financing of Plaintiffs operations was critical to its economic viability. Jay N. Brown6 Aff. ¶ 10 (Dkt. 6-9). Plaintiffs on-going expenses were paid by way of an asset-based revolving line of credit issued by Wells Fargo, secured by Plaintiffs accounts receivable, inventory, and equipment. Hr’g Tr. at 153, 207. The financing arrangement allowed Plaintiff to draw down on a line of credit based on 85% of the dollar amount of accounts receivable. Id. at 153-155. However, one of the conditions for continued financing was maintaining compliance with a lending formula. If Defendant’s offset was not rescinded, Plaintiff would be out-of-formula and no longer eligible to borrow against the line of credit. PI. Br. at 3 (Dkt. 39).

Defendant responded to Plaintiffs letter the same day providing the requested assurances. In relevant part, Defendant wrote:

ZF commits and agrees that it will not issue any offset or debits as to the ZF payables to Contech for costs arising from or related to the BMW Recall.

Def. Resp. Ex. O (Dkt. 15-16).

The relationship continued, with Plaintiff continuing to ship several million dollars’ worth of goods. PI. Br. at 4 (Dkt. 6). However, with no apparent warning, and despite its promise not to exercise any offset regarding the BMW recall, Defendant notified Plaintiff by email, on February 15, 2013, that it would now be claiming the offset. Defendant wrote, in relevant part:

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931 F. Supp. 2d 809, 2013 U.S. Dist. LEXIS 40043, 2013 WL 1173990, Counsel Stack Legal Research, https://law.counselstack.com/opinion/contech-casting-llc-v-zf-steering-systems-llc-mied-2013.