Hitchiner Manufacturing Co., Inc. v. Eaton Corporation Plc.

2015 DNH 225

• Court: District Court, D. New Hampshire
• Decided: December 10, 2015
• Docket: 15-cv-153-PB
• Status: Published

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE

Hitchiner Manufacturing Co., Inc.

v. Case No. 15-cv-153-PB Opinion No. 2015 DNH 225 Eaton Corporation Plc.

O R D E R

Hitchiner Manufacturing Co., Inc. (“Hitchiner”) has sued

Eaton Corporation Plc. (“Eaton”) for common law breach of

contract, unjust enrichment, breach of contract under the

Uniform Commercial Code (“UCC”), and breach of the duty of good

faith and fair dealing. All of Hitchiner’s claims stem from

Eaton’s alleged breach of a “Supply Agreement” pursuant to which

Hitchiner agreed to provide castings to Eaton for use in the

production of certain General Motors (“GM”) automobile parts.

Eaton has filed a motion to dismiss Hitchiner’s complaint for

failure to state a claim. See Fed. R. Civ. P. 12(b)(6). It

alternatively argues that the action must be dismissed because

Hitchiner has failed to join GM as a party. See Fed. R. Civ. P.

12(b)(7).

The dispute centers on two terms in the Supply Agreement.

First, the Agreement provides in paragraph 6.d that “Eaton agrees to review pricing for significant changes in volume” (the

“Price Review Term”). Doc. No. 1-1. Second, paragraph 10

provides that “In the event that GM cancels the program prior to

achieving a volume of 16.5 million rocker arms, Eaton will take

forward any validated capital claims from Hitchiner to be

included in the claim submitted to GM by Eaton” (the “Take

Forward Term”). Id.

Hitchiner alleges that the prices specified in the

Agreement were premised on a total volume of 33,000,000

castings, but that only 11,700,000 castings were purchased

because GM imposed a blackout period during which it did not

purchase parts from Eaton. Doc. No. 1. Based on these

contentions, Hitchiner alleges that GM’s imposition of a

blackout period effectively cancelled the parts program, which

obligated Eaton to “take forward” Hitchiner’s capital claims.

Hitchiner also claims that Eaton was obligated to “review and

adjust” its unit prices because the number of castings it

actually purchased from Hitchiner resulted in a “significant

change in volume.” All of Hitchiner’s claims are based on

Eaton’s alleged breach of these two terms in the Supply

Agreement.

Eaton presents four principal challenges to Hitchiner’s

contract claims, each of which present issues that cannot be 2 resolved on a motion to dismiss. First, Eaton suggests that

Hitchiner has no breach of contract claim against Eaton because

Hitchiner’s sole remedy is a claim against GM. This argument

misreads the Supply Agreement, however, which does not clearly

bar Hitchiner from suing Eaton. See Doc. No. 1-1. Second,

Eaton contends that Hitchiner cannot base a claim on an alleged

breach of the Price Review Term because no further castings were

purchased after the change in volume that allegedly triggered

its obligation to review prices. This argument turns on facts

that have yet to be developed. See, e.g., Jakobiec v. Merrill

Lynch Life Ins. Co., 2011 WL 1706744, at *1 (D.N.H. May 4, 2011)

(denying a motion to dismiss because further factual development

was needed to rule on a claim). Third, Eaton argues that

Hitchiner cannot invoke the Take Forward Term to support a

breach of contract claim because Eaton has no duty to take

forward claims unless Eaton presents a claim to GM, which it has

not done. This argument also hinges on facts that have yet to

be developed. See id. And fourth, Eaton argues that

Hitchiner’s UCC claim fails because the Agreement is a

requirements contract, which cannot be breached by a purchaser’s

decision to reduce its requirements for legitimate business

reasons. This argument is a nonstarter because it ignores the

contract’s Price Review and Take Forward Terms. 3 Eaton further seeks to dismiss Hitchiner’s good faith and

fair dealing claim, but this too is premature. Whether

Hitchiner’s claim can be pleaded as a separate claim or as part

of its breach of contract claim is an inconsequential issue that

turns on a choice of law question that I decline to resolve at

the present time.

Eaton’s alternative argument for dismissal – that GM is a

necessary party – also fails because GM is not a party to the

Agreement and the court can award complete relief to the parties

regardless of whether GM is named as a party. See Fed. R. Civ.

P. 19(a)(1)(A) (requiring joinder if, inter alia, “in that

person’s absence, the court cannot accord complete relief among

existing parties”).

Eaton’s only meritorious argument is its challenge to

Hitchiner’s unjust enrichment claim. Because that claim merely

restates Hitchiner’s contract claim, it does not provide

Hitchiner with a distinct claim for relief. See Berger

Enterprises v. Zurich Am. Ins. Co., 845 F. Supp. 2d 809, 822

(E.D. Mich. 2012) (Noting that “[u]nder Ohio law, absent fraud,

illegality, or bad faith, a party to an express contract may not

bring a claim for equitable relief”) (alterations in original)

(internal quotations omitted); Wolfer Ent., Inc. v. Overbrook

Dev. Corp., 132 Ohio App. 3d 353, 357 (1999) (“A party seeking a 4 remedy under a contract cannot also seek equitable relief under

a theory of unjust enrichment”). Accordingly, I dismiss that

claim.

In summary, with the exception of Hitchiner’s unjust

enrichment claim, Eaton has presented arguments for dismissal

that cannot be resolved on a motion to dismiss for failure to

state a claim. Further, Eaton incorrectly asserts that GM is a

necessary party to the litigation. Accordingly, Eaton’s motion

to dismiss (Doc. No. 16) is granted with respect to Hitchiner’s

unjust enrichment claim and is denied with respect to all other

claims.

SO ORDERED.

/s/Paul Barbadoro Paul Barbadoro United States District Judge

December 10, 2015

cc: Alexandra Geiger, Esq. Mark Rouvalis, Esq. Emily Rice, Esq. James von der Heydt, Esq. Joseph Castrodale, Esq. Yelanda Boxer, Esq.