Northeast Emergency Apparatus LLC v. Mine Respirator Company LLC, et al.

CourtDistrict Court, W.D. Pennsylvania
DecidedDecember 4, 2025
Docket2:25-cv-02013
StatusUnknown

This text of Northeast Emergency Apparatus LLC v. Mine Respirator Company LLC, et al. (Northeast Emergency Apparatus LLC v. Mine Respirator Company LLC, et al.) is published on Counsel Stack Legal Research, covering District Court, W.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Northeast Emergency Apparatus LLC v. Mine Respirator Company LLC, et al., (W.D. Pa. 2025).

Opinion

UNITED STATES DISTRICT COURT

DISTRICT OF MAINE

NORTHEAST EMERGENCY ) APPARATUS LLC, ) ) Plaintiff, ) ) 2:25-cv-00556-SDN v. ) ) MINE RESPIRATOR COMPANY ) LLC, et al., )

Defendants.

ORDER This case concerns a contractual dispute between Plaintiff Northeast Emergency Apparatus LLC (“NEA”) and Defendants Mine Respirator Company LLC d/b/a Mine Safety Appliances Company (“MSAC”) and MSA Safety Sales LLC (“MSA Safety”) (collectively, “Defendants”). NEA alleges MSA Safety1 wrongfully terminated NEA’s distributorship agreement in violation of Maine laws. At issue here is NEA’s first motion for a temporary restraining order (“TRO”),2 ECF No. 4, which seeks to enjoin MSA Safety from terminating or otherwise altering its distributorship agreement with NEA. For the

1 While NEA originally entered a business relationship with MSAC, the latter assigned the distributorship agreement to MSA Safety effective January 1, 2019. ECF No. 20 at 2 n.2. Accordingly, to Defendants, MSAC is not currently “an affiliate of MSA Safety and does not manufacture, distribute, or have any other involvement with the distribution of MSA Safety products at issue in this dispute.” ECF Nos. 22 at 1 n.2, 22- 1 at 23. 2 NEA’s motion requests both a temporary restraining order and a preliminary injunction. ECF No. 4. In this Order, the Court addresses only NEA’s motion for a temporary restraining order, not its motion for a preliminary injunction. An evidentiary hearing on the motion for a preliminary injunction is scheduled for Monday, December 15, 2025, at 10:00 a.m. following reasons, NEA’s first motion for a TRO, ECF No. 4, is GRANTED IN PART and DENIED IN PART.3 I. Factual and Procedural Background4 MSA Safety manufactures “respiratory and other personal protective equipment and safety devices for fire and rescue services, industrial workers, police, military and civil

defense organizations.” ECF No. 29-4 at 2. To sell its products, MSA Safety utilizes authorized distributors. Id. at 3. NEA is one such authorized distributor and has been since 2008. Id. NEA distributes and services safety equipment from MSA Safety and other providers for fire departments and other emergency personnel. Id. A distributorship agreement governs the business relationship between NEA and MSA Safety; before the purported termination, the parties were operating under an agreement executed in 2018 (the “Fire Service Agreement” or “Agreement”). ECF No. 29-4 at 4, 22–34. Pertinent here, the Agreement contains provisions concerning obligations of the distributor,5

3 On December 3, 2025, counsel for NEA submitted a second emergency motion for temporary injunctive relief, ECF No. 35, requesting that “[p]ending the Court’s order on the Amended Emergency Motion for Temporary Restraining Order and/or Preliminary Injunction . . . MSA Safety Sales, LLC is ordered to accept and process NEA orders and treat NEA in the same manner as all other MSA distributors on the same business and credit terms as existed before July 1, 2025.” Id. at 5–6 (emphasis added). For the same reasons provided herein, that request is DENIED as MOOT. 4 The facts are derived from NEA’s amended verified complaint, see ECF No. 29-4, and exhibits thereto, as well as the parties’ filings, exhibits, affidavits, and briefing related to NEA’s request for injunctive relief. 5 See ECF No. 29-4 at 23–26 (requiring, among other things, the distributor to undertake “best efforts to promote” MSA Safety’s products, “fully service MSA [Safety] and its Products,” and “carry a representative stock of the Products”). termination and nonrenewal of contracts,6 the availability of damages,7 arbitration,8 and choice-of-law.9 On a July 22, 2025, phone call, MSA Safety notified NEA that MSA Safety was terminating the Fire Service Agreement. ECF No. 29-4 at 10. The following day, an individual affiliated with MSA Safety emailed NEA, attaching to the correspondence a

letter informing NEA that termination would take effect thirty days from the date of the letter’s delivery. Id. at 11; ECF Nos. 22 at 3, 22-1 at 26–30. The letter also informed NEA that MSA Safety would “accept the return” of products that met the requirements as provided in MSA Safety’s “Return Material Policy.” ECF No. 22-1 at 29. On August 26, 2025, NEA notified MSA Safety via an attorney that the latter’s purported termination of the Fire Service Agreement violated Maine laws. ECF Nos. 29-4 at 42–43, 22-4 at 3–4.

6 “This Agreement shall be effective as of the day and year first above written and shall continue until terminated by either party hereto at any time upon at least 30 days’ prior written notice to the other, except as otherwise provided in this Agreement. Termination of this Agreement shall not affect MSA [Safety]’s obligation to fill orders which are received while this Agreement is in effect, except that MSA [Safety] may, subject to its own discretion, require COD payment for goods shipped or impose such other special credit terms as it deems appropriate. Upon termination of this Agreement by MSA [Safety], MSA [Safety] will accept the return from Distributor, transportation charges prepaid, of all Products held in stock by Distributor pursuant to paragraph 2(c) hereof (except for obsolete or discontinued Products, regardless of their condition) and shall reimburse Distributor for all amounts paid by Distributor to MSA [Safety] therefore, provided such returned Products are undamaged and still in salable condition.” ECF No. 29-4 at 29. 7 “Except as specifically provided otherwise herein, neither party shall be liable to the other for any claims for incidental, special or consequential damages resulting from any breach of this Agreement.” ECF No. 29- 4 at 32. 8 “Any controversy, claim or dispute arising under this Agreement shall be finally settled by arbitration in accordance with the rules then in effect of the American Arbitration Association in Pittsburgh, Pennsylvania by three arbitrators appointed according to those rules. Any award of the arbitrators shall be final and conclusive on the parties to this Agreement, judgment upon such award may be entered in any court having jurisdiction thereof, and no appeal shall lie therefrom. Each party hereto hereby gives consent to the personal jurisdiction of any such court in reference to any matter arising out of the foregoing arbitration or the enforcement thereof.” ECF No. 29-4 at 31. 9 “This Agreement shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and shall for all purposes be construed and enforced in accordance with the laws of the said Commonwealth.” ECF No. 29-4 at 32. MSA Safety replied by way of counsel on October 3, 2025, disputing NEA’s claims. ECF Nos. 29-4 at 44–46, 22-4 at 11–13. On October 24, 2025, NEA sued MSAC in Maine state court for alleged violations of the Maine Franchise Laws for Power Equipment, Machinery and Appliances, 10 M.R.S. §§ 1361–1370 (2025) (the “Franchise Laws”), and the Maine Unfair Trade Practices Act,

5 M.R.S. §§ 205-A to 214 (2025) (“MUTPA”). See ECF No. 29-1 at 15–17. Additionally, NEA sought a declaratory judgment, id. at 17, and injunctive relief, ECF No. 29-2. Five days later, NEA amended its filings to add MSA Safety as a defendant. See ECF Nos. 29- 4 at 1–2, 29-5 at 1. On November 7, 2025, MSA Safety removed the case to federal court based on diversity jurisdiction. ECF No. 1. That same day, NEA filed the present amended motion for a temporary restraining order and/or preliminary injunction (“TRO Motion”), ECF No. 4, and an emergency motion to expedite the TRO Motion, ECF No. 3.10 On November 11, 2025, MSA Safety filed a motion to compel the parties to arbitrate (“Arbitration Motion”). ECF No. 9. The following day, I held a conference with counsel. ECF No. 12. During the conference, I ordered simultaneous briefing on whether I had the authority to

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Northeast Emergency Apparatus LLC v. Mine Respirator Company LLC, et al., Counsel Stack Legal Research, https://law.counselstack.com/opinion/northeast-emergency-apparatus-llc-v-mine-respirator-company-llc-et-al-pawd-2025.