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Patriot Manufacturing LLC v. Hartwig, Inc.

United States District Court, Tenth Circuit

February 6, 2014

PATRIOT MANUFACTURING LLC, Plaintiff,
v.
HARTWIG, INC., Defendant.

MEMORANDUM AND ORDER

ERIC F. MELGREN, UNITED STATES DISTRICT JUDGE

This case involves competing breach of contract claims that were asserted after Defendant Hartwig, Inc., repossessed a machine shop lathe it sold to Plaintiff Patriot Manufacturing LLC. Hartwig has filed a motion for summary judgment on several grounds. Most prominently, Hartwig argues that summary judgment should be granted on the basis of judicial estoppel because Mark Spencer failed to disclose his ownership interest in Patriot and failed to disclose this lawsuit when he filed his personal bankruptcy petition. For the following reasons, the Court grants Hartwig’s Motion for Summary Judgment on all of Patriot’s claims.

I. Factual and Procedural Background [1]

Plaintiff Patriot Manufacturing LLC is a limited liability corporation formed for the purpose of supplying machined component parts to the local aircraft industry in Wichita, Kansas. Mark Spencer formed Patriot and has been Patriot’s sole member at all times since Patriot was incorporated in 2008. Defendant Hartwig, Inc., is a machine tool distributor located in St. Louis, Missouri. Hartwig is a distributor of Okuma machine tools.

In November 2008, Spencer and Hartwig began discussing the purchase of an Okuma Multus B300 lathe to meet Patriot’s manufacturing needs. In December 2008, Patriot issued a purchase order to Hartwig for the lathe and turnkey services for 10 parts, meaning that Hartwig would program and produce the “first good part” of 10 parts. Patriot contends the terms of payment were 20 percent down with the net due 10 days after completion of the 10th part. Hartwig contends that final payment was due 10 weeks after delivery of the lathe. The purchase of the lathe and turnkey services was contingent on financing. On December 12, 2008, Hartwig delivered the lathe to Patriot.

For various reasons attributable to both parties and other factors, Hartwig was unable to provide turnkey services for 10 parts within 10 weeks as had been estimated. In May 2009, Spencer informed Hartwig that Patriot had not completed the process of financing the purchase of the lathe. On May 20, 2009, Hartwig delivered a letter to Spencer informing him of Hartwig’s intent to repossess the lathe because it believed Patriot was in default. Hartwig repossessed the lathe a week later. Patriot ceased to exist as a business by July 2009.

Spencer and his wife filed for Chapter 7 bankruptcy on June 23, 2009. Spencer filed this lawsuit against Hartwig two days later, identifying himself as the plaintiff doing business as Patriot Manufacturing LLC. The Spencers’ debts were discharged September 21, 2010. Among the debts discharged was a balance due of $163, 170.95 to a private individual on a personal loan that was used as a down payment for the Multus lathe.

In this lawsuit, Patriot alleges claims for fraudulent and negligent misrepresentation in the sale of the lathe and the production of 10 parts, breach of contract, breach of implied warranty of good faith and fair dealing, breach of implied warranty for fitness for particular purpose, and punitive damages. Hartwig has asserted a counterclaim for breach of contract. In March 2011, this Court granted Spencer’s motion to substitute Patriot as the real party of interest. In April 2011, an amended complaint was filed, identifying Patriot Manufacturing LLC, as the plaintiff.

Before this Court is Hartwig’s motion for summary judgment. Hartwig seeks summary judgment based on judicial estoppel to foreclose all of Patriot’s claims. In the alternative, Hartwig seeks summary judgment on five of Patriot’s six counts.

II. Legal Standard

Summary judgment is appropriate if the moving party demonstrates that there is no genuine issue as to any material fact, and the movant is entitled to judgment as a matter of law.[2]In applying this standard, the court considers the evidence and all reasonable inferences in the light most favorable to the nonmoving party.[3] A fact is “material” when it is essential to the claim, and issues of fact are “genuine” if the proffered evidence permits a reasonable jury to decide the issue in either party's favor.[4] The movant bears the initial burden of proof, and must show the lack of evidence on an essential element of the claim.[5] If the movant carries this initial burden, the nonmovant that bears the burden of persuasion at trial may not simply rest upon its pleadings; the burden shifts to the nonmovant to go beyond the pleadings and “set forth specific facts” that would be admissible in evidence in the event of trial from which a rational trier of fact could find for the nonmovant.[6] These facts must be clearly identified through affidavits, deposition transcripts, or incorporated exhibits.[7] Finally, summary judgment is not a “disfavored procedural shortcut, ” but is instead an important procedure “designed to secure the just, speedy and inexpensive determination of every action.”[8]

III. Analysis

Hartwig argues that Patriot should be prevented from pursuing this lawsuit because Spencer failed to list his ownership interest in Patriot or this lawsuit in his personal bankruptcy petition. Specifically, Hartwig seeks summary judgment in its favor on the legal theory of judicial estoppel, a rule that precludes inconsistent positions in successive litigation.[9] Patriot contends that judicial estoppel should not prevent this suit primarily because Spencer and Patriot are different parties in different proceedings.

Judicial estoppel is an equitable doctrine that prevents abuse of the judicial process.[10]Judicial estoppel prohibits a party from deliberately changing positions to suit its needs.[11]Generally, courts consider three nonexclusive factors to determine whether judicial estoppel should be invoked.[12] “First, a party’s later position must be ‘clearly inconsistent’ with its earlier position.”[13] Second, judicial estoppel “applies when, among other things, a party has succeeded in persuading a court to accept that party’s earlier position, so that judicial acceptance of an inconsistent position in a later proceeding would create the perception that either the first or second court was misled.”[14] The third ...


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