United States District Court, S.D. Georgia, Augusta Division
RANDAL HALL JUDGE
Electrolux Home Products, Inc. ("EHP") has filed a
"Motion for Partial Summary Judgment as to
L'Assomption Parts." The motion seeks a
determination as a matter of law that Plaintiff Whitesell
Corporation does not have standing to seek damages for
EHP's failure to purchase Whitesell parts for its
L'Assomption, Canada facility. For the following reasons,
EHP's motion for partial summary judgment is GRANTED.
contractual relationship at issue in this case began with a
Strategic Partnership Agreement ("SPA") entered
into on "the 14th Day of December, 2000, by Electrolux
Home Products [Defendant herein], of White Consolidated
Industries Inc., a Delaware corporation, its Affiliates and
related organizations . . . and Whitesell Corporation
[Plaintiff herein]." (EHP's St. of Undisputed
Material Facts, Doc. No. 970-1, ¶ 2.) Unlike EHP,
Whitesell Corporation was not defined to include
"Affiliates and related corporations," and no other
entities affiliated with Whitesell Corporation were parties
to the SPA. (Id. ¶ 3.)
the SPA, EHP agreed to purchase and Whitesell Corporation
agreed to provide all of EHP's "current and future
needs of cold headed/threaded fasteners and various related
Class C items" from January 1, 2001 through April 1,
2008. (See generally Doc. No. 568, Ex.
1, SPA.) Whitesell Corporation began supplying goods to EHP
shortly after the SPA was executed. (EHP's St. of
Undisputed Material Facts, ¶ 6.) EHP operates several
facilities in North America, one of which was located in
L'Assomption, Quebec, Canada. (Id. ¶ 9.)
The requirements of EHP at its L'Assomption facility,
however, were not supplied by Whitesell Corporation. Rather,
Whitesell Canada, which was headquartered in Vaughn, Ontario,
Canada, and distributed all types of fasteners and Class C
components, supplied parts to this facility. (Id.
¶¶ 11 & 16; see also id. ¶ 19.)
times relevant, Mr. Neil Whitesell, the president and CEO of
Whitesell Corporation, was also the sole shareholder of
Whitesell Canada. (Id. ¶ 10.) The two
corporations were wholly-separate entities. Although there
were transactions between Whitesell Corporation and Whitesell
Canada, those transactions occurred at arm's length.
(Id. ¶ 14.) The two entities had different
customers with only limited overlap. (Id. ¶
15.) They had different email servers and different systems
for tracking part purchases. (Id. ¶ 12.)
Whitesell used Whitesell Canada to supply parts to the
L'Assomption facility because "it made logical sense
for [his] Canadian business to service [EHP's] Canadian
facility." (Id. ¶ 17.) At issue here are
92 parts EHP's L'Assomption facility purchased from
Whitesell Canada. (See EHP's Mot. for Partial
Summ. J., Doc. No. 970, Ex. A.) Sales between Whitesell
Canada and the L'Assomption facility did not flow through
Whitesell Corporation. The L'Assomption facility received
invoices for all of its part purchases directly from
Whitesell Canada and made payment for those purchases
directly to Whitesell Canada. (EHP's St. of Undisputed
Material Facts, ¶ 18.) Whitesell Canada is not a party
to this lawsuit. (Id. ¶ 22.)
lawsuit, Whitesell Corporation has sued EHP for an alleged
breach of contract, seeking lost profits for EHP's
failure to purchase all of its requirements for covered parts
from Whitesell Corporation during the contract duration term.
Through its present motion for summary judgment, EHP points
out that Whitesell Corporation never supplied any of the 92
subject parts to the L'Assomption facility; thus,
Whitesell Corporation could not have suffered lost profit
damages related to the L'Assomption parts. Further, EHP
contends that Whitesell Corporation does not have standing to
seek damages, if any, on behalf of Whitesell Canada.
Court should grant summary judgment only if "there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law." Fed.R.Civ.P.
56(a). The purpose of the summary judgment rule is to dispose
of unsupported claims or defenses which, as a matter of law,
raise no genuine issues of material fact suitable for trial.
Celotex Corp. v. Catrett, 477 U.S. 317, 322-23
considering a motion for summary judgment, all facts and
reasonable inferences are to be construed in favor of the
nonmoving party. Hogan v. Allstate Ins. Co., 361
F.3d 621, 625 (11th Cir. 2004). Moreover,
[t]he mere existence of some factual dispute will not defeat
summary judgment unless the factual dispute is material to an
issue affecting the outcome of the case. The relevant rules
of substantive law dictate the materiality of a disputed
fact. A genuine issue of material fact does not exist unless
there is sufficient evidence favoring the nonmoving party for
a reasonable jury to return a verdict in its favor.
Chapman v. AI Transp., 229 F.3d 1012, 1023 (11th
Cir. 2000) (en banc) (quoted source omitted) (emphasis
supplied). The party opposing the summary judgment motion,
however, "may not rest upon the mere allegations or
denials in its pleadings. Rather, its responses . . . must
set forth specific facts showing that there is a genuine
issue to be tried." Walker v. Darby, 911 F.2d
1573, 1576-77 (11th Cir. 1990).
Clerk has given the nonmoving party, Whitesell, notice of the
summary judgment motion and the summary judgment rules, of
the right to file affidavits or other materials in
opposition, and of the consequences of default. (Doc. No.
971.) Therefore, the notice requirements of Griffith v.
Wainwright, 772 F.2d 822, 825 (11th Cir. 1985) (per
curiam), are ...