Eximco, Inc., John D. Spears, Joseph D. Michelli and Rufus I. Davis v. The Trane Company and Shepherd Sales & Service, Inc.

737 F.2d 505, 1984 U.S. App. LEXIS 20028
CourtCourt of Appeals for the Fifth Circuit
DecidedJuly 30, 1984
Docket82-3591
StatusPublished
Cited by33 cases

This text of 737 F.2d 505 (Eximco, Inc., John D. Spears, Joseph D. Michelli and Rufus I. Davis v. The Trane Company and Shepherd Sales & Service, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Eximco, Inc., John D. Spears, Joseph D. Michelli and Rufus I. Davis v. The Trane Company and Shepherd Sales & Service, Inc., 737 F.2d 505, 1984 U.S. App. LEXIS 20028 (5th Cir. 1984).

Opinions

E. GRADY JOLLY, Circuit Judge:

This heated controversy arises from an agreement made by the Trane Company (“Trane”) of Wisconsin granting Eximco, Inc. (“Eximco”) of Arkansas, a non-exclusive right to market lightweight air conditioning products in Louisiana and south Mississippi. For at least eighteen years Trane and Shepherd Sales & Service, Inc. and George W. Shepherd, Inc. (collectively “Shepherd”) had a parts outlet and exclusive franchise relationship in that same area. Trane and Eximco effectively terminated their agreement approximately four months after entering into it when Trane reduced Eximco’s credit line. Eximco filed this lawsuit in response, alleging that Trane breached their agreement, violated sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2, section 7 of the Clayton Act, 15 U.S.C. § 18, section 2(a) of the Robinson-Patman Act, 15 U.S.C. § 13, and committed wrongful acts against the individual principals of Eximco, damaging their reputations and causing them mental anguish as well as economic harm. Eximco also named Shepherd as a defendant, alleging that Shepherd tortiously interfered with its Trane contract. Trane filed a counterclaim, seeking to recover on a note made by Eximco and personally guaranteed by one of the Eximco principals.

The district court granted summary judgment for Trane on most of the individual principals’ claims and for Shepherd on the tortious interference with contract claim. At the close of trial, the court granted directed verdicts in favor of Trane on the remaining individual claims and on the antitrust claims. The jury returned a $900,000 general verdict in favor of Eximco [508]*508on the breach of contract claim, and awarded Trane $140,000, the face value of the note, on its counterclaim. On Trane’s motion, however, the district court ordered a new trial on the breach of contract issue, because it felt that the multiple issues presented to the jury and the general verdict form it used had caused prejudice and confusion, and because no evidence supported the $900,000 damage award. The jury at the second trial found no breach of contract by Trane.

Eximco appeals, arguing that the district court improperly issued summary judgments and directed verdicts on the individual claims and tortious interference with contract claim, improperly issued a directed verdict on the antitrust claims, and abused its discretion by ordering a new trial on the breach of contract claim. Eximco also raises several issues relating to the second trial.

We affirm the district court’s summary judgments and directed verdicts. We reverse its decision to order a new trial, however, and because we do so, do not reach the issues relating to the second trial.

I.

A.

Trane manufactures and sells air conditioning equipment and related products throughout the nation, through a system of franchisees, stocking wholesalers, and parts outlets. Its products vary from light residential units of one-and-one-half tons to heavy commercial units of four thousand tons.

Franchisees and their salesmen have the exclusive right to act as Trane’s sales agents in a designated geographic area. The franchisee’s salesmen solicit orders from customers, or “accounts” on behalf of Trane. The customers, however, receive their equipment directly from Trane; the franchisee does not take title to, or physical possession of, the equipment it sells on Trane’s behalf. According to the agreement, the franchisee and its salesman receive a commission on each piece of Trane equipment sold in their territory irrespective of the origin of the sale.

In 1975, disappointed with its sales in the residential and light commercial air conditioning equipment market, Trane began creating a network of stocking wholesalers to penetrate that market. Stocking wholesalers purchase residential and light commercial equipment from Trane as inventory, and then resell it to their own customers, usually dealers or general contractors. Stocking wholesalers, unlike franchisees, do not have exclusive rights or specifically allocated territories. If the stocking wholesaler operates in an. area covered by a franchise, the franchisee’s salesman in that area receives a commission on all the stocking wholesaler’s sales within, his territory.

Trane also has qualified parts outlets that purchase and resell replacement parts for Trane equipment. Franchise holders and stocking wholesalers also may qualify to become parts outlets.

B.

• Shepherd had been a Trane franchisee in south Louisiana for at least eighteen years when this controversy arose. Another franchisee located in Little Rock had the right to sell Trane products in Arkansas. Trane also had an established relationship in El Dorado, Arkansas, with South Arkansas Supply Company (“South Arkansas”), a stocking wholesaler and qualified parts outlet.

The principal of South Arkansas, Tom Calhoun, was a friend of John Spears, one of the principals of Eximco. Early in 1978 Spears contacted Calhoun, expressing an interest in expanding South Arkansas’ business into the Little Rock area; He also had been talking with two other friends, Joe Michelli and Ike Davis, both of whom had considerable experience selling air conditioning products in Louisiana, about the possibility of the three of them operating an air conditioning business out of Baton Rouge, Louisiana. With these two ideas in mind, in January of 1978, Calhoun and [509]*509Spears attended an air conditioning trade show in Atlanta.

At the trade show, Spears and Calhoun met with Stu Svoboda, a Trane representative, and discussed business possibilities in Arkansas and in Louisiana. Svoboda was not encouraging about expanding into the Little Rock area. Trane was eager to penetrate the Louisiana market with its residential and light commercial line, however, and agreed with South Arkansas and Eximco (collectively “Eximco”), as joint venturers, to create a stocking wholesaler in Baton Rouge. He indicated that Trane would extend South Arkansas’s credit line temporarily to set up the Louisiana venture, and that Eximco and Trane could agree to definite credit terms later. He gave them a map of the contemplated territory in Louisiana, and discussed with them the terms of the Trane “ABC Supply letter” under which Calhoun operated South Arkansas. The letter is a form letter which explains how Trane intends the stocking wholesaler to operate.

According to the terms of the ABC Supply letter, the stocking wholesaler is to purchase two- to fifteen-ton Trane equipment as inventory and resell it. According to the letter, Trane expects payment for inventory shipped at the end of each month. The letter also explains in detail the share of advertising costs Trane will bear, and promises Trane’s “sales office” will train the stocking wholesaler’s salesmen. Finally, the letter promises direct sales assistance from “highly trained sales engineers working the same territories” as the distributor wholesaler.

From the outset Trane and Eximco knew that the Louisiana stocking wholesaler operation would be unlike any other because Eximco planned to sell Trane brand products only.

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Bluebook (online)
737 F.2d 505, 1984 U.S. App. LEXIS 20028, Counsel Stack Legal Research, https://law.counselstack.com/opinion/eximco-inc-john-d-spears-joseph-d-michelli-and-rufus-i-davis-v-the-ca5-1984.