Multimatic, Inc. v. Faurecia Interior Systems USA, Inc.

358 F. App'x 643
CourtCourt of Appeals for the Sixth Circuit
DecidedDecember 22, 2009
Docket08-1332, 08-1420
StatusUnpublished
Cited by15 cases

This text of 358 F. App'x 643 (Multimatic, Inc. v. Faurecia Interior Systems USA, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Multimatic, Inc. v. Faurecia Interior Systems USA, Inc., 358 F. App'x 643 (6th Cir. 2009).

Opinions

SUTTON, Circuit Judge.

Faurecia Interior Systems USA appeals (1) the district court’s summary judgment decision that it breached a confidentiality agreement with Multimatic and (2) the jury’s $10 million damage award. Multimatic cross-appeals the district court’s exclusion of its damages expert, who claimed Multimatic suffered an additional $28.7 million in damages. Because the district court properly granted summary judgment on liability, the jury’s verdict is supported by sufficient, and properly admitted, evidence and the district court did not abuse its discretion in excluding Multimatic’s damages expert, we affirm.

I.

In October 2003, DaimlerChrysler selected Faurecia to supply instrument panels for its JS41 vehicle program, which [646]*646covered the 2007 to 2012 Sebring and Avenger vehicle lines. In early 2004, Faurecia selected Multimatic to design the instrument panel’s cross-car beam. In connection with this agreement, Multimatic asked Faurecia to sign a confidentiality agreement, which it did in February 2004.

With the confidentiality agreement in place, Multimatic and Faurecia began collaborating weekly on the cross-car beam design. At the same time, Multimatic began working on an alternate design— dubbed the “mass saving design” — that would meet Faurecia’s requirements but weigh several pounds less than the current design. By November 2004, Multimatic was ready to focus solely on the mass saving design. But because the parties had not yet agreed on a price for the cross-car beams, Multimatic worried (correctly) that Faurecia might switch suppliers. Faurecia signed a pre-development letter of intent that month to assuage Multimatic’s concerns, and the two parties shifted their focus to refining the mass saving design.

In April 2005, Faurecia again looked to switch cross-car beam suppliers because the parties could not agree on a price for the product. It selected Brown Corporation as its new pre-production cross-car-beam supplier in May 2005 and terminated its relationship with Multimatic. Brown remained the cross-car-beam supplier once the JS41 program began production in 2006.

In May 2005, Multimatic filed this lawsuit against Faurecia, alleging that it breached the confidentiality agreement, breached the November 2004 letter of intent and breached several prototype purchase orders. The district court granted summary judgment for Multimatic on the breach-of-confidentiality-agreement claim and summary judgment for Faurecia on the breach-of-letter-of-intent claim. After a trial, a jury awarded Multimatic $9,381,306 for Faurecia’s breach of the confidentiality agreement and $600,515 for breach of the purchase orders. Both parties appeal.

II.

We first consider whether the district court properly granted summary judgment to Multimatic on liability. This aspect of the appeal boils down to two questions: (1) Does the confidentiality agreement cover information created after Multimatic and Faurecia executed it and (2) did Faurecia reveal information owned exclusively by Multimatic? In answering these questions, we must give Faurecia the benefit of all reasonable factual inferences. See Cavin v. Honda of Am. Mfg., Inc., 346 F.3d 713, 719 (6th Cir.2003).

A.

As to the first question, Multimatic and Faurecia signed the confidentiality agreement so that they could share “their respective CAD designs, drawings, analysis models and results” concerning the cross-car beam that “Multimatic will design and supply.” ROA 236. The agreement protects “sensitive information” that “each of Multimatic ... and Faurecia possesses,” defined as:

[Proprietary confidential information pertaining to its business and customers and ... technical information relating to its products, designs and services, including compositions, raw materials, formulations, additives, components, production processes, plant layout, engineering concepts and designs, analysis models and results, know-how, and other intellectual or industrial property, which is generally not available to the public.

Id. The agreement adds that Multimatic and Faurecia must disclose any sensitive information “necessary to develop and [647]*647supply” the cross-car beam during the agreement’s three-year term. Id. And it provides that neither party may share sensitive information obtained under the confidentiality agreement with third parties unless they first impose “similar” confidentiality obligations. Id.

Under Michigan law, as under the law of most (if not all) States, courts will enforce the terms of a contract if they have a “clear, unambiguous, and ... definite meaning.” Mahnick v. Bell Co., 256 Mich.App. 154, 662 N.W.2d 830, 832-33 (2003); see also Rory v. Continental Ins. Co., 473 Mich. 457, 703 N.W.2d 23, 28 (2005). Courts determine the meaning of unambiguous contract provisions, and juries generally determine the meaning of ambiguous provisions when there is competing extrinsic evidence over how to construe them. Mahnick, 662 N.W.2d at 833.

In our view, as in the view of the district court, the confidentiality agreement unambiguously covers pre-existing and future trade secrets. The preamble looks to the future, contemplating that Multimatic “will design” the cross-car beam and will share its “designs, drawings” and other information created during that process. ROA 236. The agreement’s disclosure obligation confirms this forward-looking perspective, mandating disclosure of sensitive information “necessary to develop” the cross-car beam. Id. And nothing in the agreement draws a distinction between pre-existing and future information. The definition of “sensitive information” does not include the modifier “pre-existing” or otherwise restrict itself to a discrete time period.

The agreement also confirms that the parties knew how to exclude information from the compass of protected trade secrets. Immediately after defining sensitive information, it excludes information in the public domain and information the receiving party lawfully possessed prior to disclosure. In this context, had the agreement meant to exclude information postdating its execution, one would expect to see language to that effect alongside the other carve-out clauses.

Our interpretation also gives effect to “every word” in the definition of sensitive information. See Associated Truck Lines, Inc. v. Baer, 346 Mich. 106, 77 N.W.2d 384, 386 (1956). The definition picks up several types of information created during the design process — many of which necessarily would occur in the future — • such as engineering designs, analysis models and results. If the agreement covers future information, as we think it does, the inclusion of these types of covered information in the definition imposes meaningful obligations. Were we to interpret the confidentiality agreement to cover only pre-existing information, by contrast, that would leave these provisions with no role to play.

Faurecia offers three rejoinders. First, it notes that the agreement repeatedly uses the present tense, including the verb “possesses” in the definition of sensitive information, suggesting that the agreement covers just pre-existing trade secrets. But it is not that easy. All contracts use the present tense — at least in part.

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358 F. App'x 643, Counsel Stack Legal Research, https://law.counselstack.com/opinion/multimatic-inc-v-faurecia-interior-systems-usa-inc-ca6-2009.