Kidron, Inc. v. Simon-Duplex, Inc., Unpublished Decision (9-13-2000)
Kidron, Inc. v. Simon-Duplex, Inc., Unpublished Decision (9-13-2000)
Opinion of the Court
OPINION
Appellant Simon-Duplex, Inc. appeals a summary judgment of the Tuscarawas County Common Pleas Court awarding appellee Kidron, Inc. damages in the amount of $73,350.10 and damages for breach of contract:]Appellee manufactures insulated truck bodies and trailers, specialty cabs, and operator compartments. Beginning in 1994, and continuing through 1997, the parties entered into blanket purchase orders each year, providing that appellant would purchase a specific number of truck cabs per month from appellee. The purchase order specified an approximate range of the numbers of cabs which would be required each month. The blanket purchase orders were entered into by Tom Dannemiller on behalf of appellee, and Charlie Ensminger on behalf of appellant. The first purchase order was issued on April 8, 1994. This order specifically referred to an attached quotation. The quotation, No. 8558, was a letter from Dannemiller to Ensminger dated October 1, 1993. The quotation set out the terms of the blanket purchase order. The quotation stated that appellant would be responsible for costs associated with any minimum purchase of material in the event of cancellation, re-scheduling of orders, and/or reduction of quantities. Based on these blanket purchase orders, appellee would make certain minimum purchases from its suppliers, so it would be in a position to manufacture and provide the cabs to appellant pursuant to appellant's delivery schedule. The purchase of materials was necessary to accommodate the longer lead times associated with acquiring the materials, in order to allow appellee to fabricate the truck bodies for timely delivery. The blanket purchase order which is the subject of the instant action is dated February 24, 1997. Quotation No. 8558, which was expressly made a part of the original purchase agreement in 1994, is not referred to in this purchase order. The February 24, 1997, purchase order states that appellant would require approximately seven to twelve cabs per month through the end of 1997. On August 6, 1997, appellee received a letter from appellant which indicated appellant's business would be closed by the end of 1997. As a result of the closure, appellant canceled existing orders it had already placed with appellee. At that point in time, appellee had parts purchased from third-parties, as well as parts fabricated by appellee, in its inventory, which had been purchased or fabricated pursuant to the February 24, 1997 purchase order. The value of such parts totaled $91,712.46. Appellee filed the instant action seeking damages for breach of contract. Appellee specifically alleged that appellant breached the agreement between the parties, that appellant would be responsible for the costs associated with appellant's purchase of materials in order to comply with the blanket purchase order. Both parties moved for summary judgment. In support of its motion for summary judgment, appellee submitted affidavits of both Tom Dannemiller and Charlie Ensminger. Each affidavit stated that the parties agreed that appellee would purchase the materials appellee needed to have in stock to manufacture the cabs that appellant required, which were described in the blanket purchase orders; or would purchase the minimum quantities of materials required by appellee's suppliers, which were necessary for appellee to manufacture the cabs as required by appellant. Appellant agreed that the purchases of such materials would be without risk to appellee: in the event appellee suffered a loss or incurred any expense associated with the purchase of these materials by reason of cancellation, re-scheduling, or reduction of order quantities by appellant, appellant would be responsible for all such losses. The court entered summary judgment in favor of appellee, awarding damages in the amount of $73,350.10.
When a court must address the issue of contradicting, explaining, or supplementing a written agreement, one of the first determinations to be made under R.C.
From the court's entry of summary judgment, it is apparent the court concluded that in spite of the integration clause, the document was not intended to be integrated regarding all terms of the agreement between the parties. The evidence before the court was undisputed that Dannemiller and Ensminger agreed that in the event appellant canceled orders or reduced quantities of orders, and appellee had purchased materials in reliance on the quantity stated in the blanket purchase order, appellant would be responsible for paying appellee for such material. Appellant presented no evidence in opposition to the motion for summary judgment, or in support of its own motion for summary judgment, to contradict this evidence. There is no evidence in the record, other than the agreement itself, that the parties intended the blanket purchase order to be the entire expression of their agreement as to all terms of purchases. Appellant points to a letter from Joseph Putt, Vice President of Finance for appellant, in which Mr. Putt denied the existence of any agreement that appellant pay for appellee's excess inventory. However, this letter is not evidence as required by Civ.R. 56 (C). The letter was admitted as an exhibit to the deposition of Thomas Dannemiller. Mr. Dannemiller acknowledged that he received a copy of the letter from Mr. Putt, dated January 5, 1998. Dannemiller, deposition, page 88. However, Mr. Dannemiller did not authenticate the letter as required by Evid.R. 901. Mr. Dannemiller was only in a position to identify the letter as one he received; there is nothing in the record to demonstrate that Mr. Putt actually wrote the letter, and the copy of the letter presented to Mr. Dannemiller at the deposition was in fact the letter he drafted. Further, there is no evidence in the record to demonstrate that Mr. Putt had personal knowledge of the agreement between the parties. Based on the evidence, the court did not err in finding the document to be partially integrated, and admit evidence of supplemental terms to the agreement. The court, not the trier of fact, is required to make this determination. We next address the question of whether the court erred in entering summary judgment for breach of contract. As discussed above, the only evidentiary material submitted on the question of the agreement between the parties was the affidavit of Thomas Dannemiller, the affidavit of Charlie Ensminger, and the deposition of Thomas Dannemiller. The evidence is undisputed that the parties agreed that if appellant canceled or reduced quantities of truck cab orders, and appellee had purchased materials in reliance on the projection of cabs as set forth in the blanket purchase order, appellant would pay appellee for such materials. It is undisputed that appellant did not pay for such materials in accordance with the terms of this agreement. The court did not err in entering summary judgment in favor of appellee. The first assignment of error is overruled.
By GWIN, P.J., HOFFMAN, J., and FARMER, J., concur
Case-law data current through December 31, 2025. Source: CourtListener bulk data.