Atlantech Incorporated v. American Panel Corporation
743 F.3d 287
1st Cir.2014Background
- Atlantech sued APC, APC Acquisition, and Universal for breach of various aviation display agreements, including a 1040 MOA and related covenants, after APC stopped or distorted supply.
- Under the 1040 MOA, APC agreed to support the product through December 31, 2012 and to maintain Data Warehouse Documents; the agreement also excluded certain damages, including lost profits and cost of replacement goods.
- APC ceased producing the 1040-100 displays in 2004; Atlantech purchased 200 units of a newer 1040-725 model in 2006 but received only 15, which allegedly did not function properly.
- Atlantech sought damages for breach, including alleged lost profits and damages under the 2006 Purchase Agreement; the district court granted partial summary judgment and later trial rulings left some counts unresolved.
- A jury later awarded Atlantech damages on Count IV (2006 Purchase Agreement) and Count VII (NCA breach); the court later denied some post-trial remedies and ordered summary judgments on others.
- On appeal, the First Circuit affirmed, addressing whether damages under the 1040 MOA Support Agreement were recoverable, whether prejudgment interest should be awarded, and the damages related to the 2006 Purchase Agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are damages recoverable under the 1040 MOA Support Agreement? | Atlantech contends damages are direct profits lost due to repudiation. | Defendants argue damages are precluded or too speculative under the contract terms and waivers. | No direct damages; damages limited or barred by contract terms and lack of proof. |
| Is prejudgment interest recoverable on unliquidated claims? | Atlantech seeks prejudgment interest as a matter of right under Georgia law. | Interest determination is a jury issue; Atlantech waived because it did not request it at trial. | Prejudgment interest denied; issue waived. |
| Did the district court properly uphold damages under the 2006 Purchase Agreement? | Atlantech seeks damages reflecting the contract price and lost profits from non-delivered units. | Defendants argue a reduced measure should apply due to the on-hold language and compatibility confirmation. | Jury damages upheld; district court properly applied contract interpretation disfavoring a conditional offset. |
Key Cases Cited
- Textile Rubber & Chem. Co. v. Thermo-Flex Techs., Inc., 687 S.E.2d 919 (Ga. Ct. App. 2009) (anticipatory repudiation requires an absolute refusal to perform)
- Imaging Sys. Int'l, Inc. v. Magnetic Resonance Plus, Inc., 490 S.E.2d 124 (Ga. Ct. App. 1997) (distinguishes direct vs. consequential lost profits)
- Franklin v. Demico, Inc., 347 S.E.2d 718 (Ga. Ct. App. 1986) (profits inherently due to the contract are always provable)
- Atl. City Assocs., LLC v. Carter & Burgess Consultants, Inc., 453 F. App'x 174 (3d Cir. 2011) (lost profits can be consequential or direct depending on context)
- Penncro Assocs., Inc. v. Sprint Spectrum, L.P., 499 F.3d 1151 (10th Cir. 2007) (lost profits framework for contract damages)
- Kashner Davidson Sec. Corp. v. Mscisz, 601 F.3d 19 (1st Cir. 2010) (mandate rule governs issues actually decided on appeal)