Auto Industries Supplier Employee Stock Ownership Plan v. Ford Motor Co.
435 F. App'x 430
6th Cir.2011Background
- SNAPP and Ford’s relationship spanned 1991–1999, governed by Framework Agreement (1995, amended 1996), Master Equipment Lease Agreement (1998), and Transition Agreement (1999).
- SNAPP’s contract-based damages claimed a 1.75% net profit target and cost savings sharing; disputes over how damages were calculated persisted.
- SNAPP’s third-party complaint asserted numerous counts beyond breach of contract, but the district court dismissed all non-contract counts after extensive discovery.
- Ford moved to compel detailed damages disclosures; SNAPP produced limited, contested damages analyses and failing to provide source documents.
- The district court granted summary judgment for Ford on breach of contract after striking SNAPP’s damage evidence and disqualifying Frazee, Vetter, and Thacker; SNAPP appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Damages proof sufficiency for breach | SNAPP had damages evidence; the Frazee study supported claims. | Damage proofs were inadequate and not properly foundationed. | Summary judgment upheld; damages evidence insufficient. |
| Daubert admissibility of Frazee | Frazee’s damages methods were reliable. | Frazee lacked independent data verification; inadmissible. | Frazee testimony excluded; Daubert gatekeeping upheld. |
| Requirement of expert vs. fact witnesses | SNAPP could present damages via non-expert witnesses. | Court did not bar non-expert testimony but required proper foundation. | Court did not improperly restrict; SNAPP failed to prove damages. |
| Foundation for business records and witnesses | SNAPP could rely on business records and designated witnesses. | SNAPP failed to identify proper foundation for underlying documents. | SNAPP unable to establish proper foundation; district court proper. |
| Tortious interference viability | Ford’s actions interfered with SNAPP’s Covisint venture. | No viable third-party interference; relationships not as alleged. | Tortious interference claim affirmed as dismissed; no error. |
Key Cases Cited
- Cobbins v. Tenn. Dep’t of Transp., 566 F.3d 582 (6th Cir. 2009) (Fed. R. Evid. 803(6) and foundation requirements; custodian foundation sufficiency)
- Moon v. United States, 513 F.3d 527 (6th Cir. 2008) (Rule 1006 summaries; proper foundation and reliability concerns)
- Kumho Tire Co. v. Carmichael, 526 U.S. 137 (1999) (Daubert gatekeeping applies to all expert testimony)
- Daubert v. Dow Pharm., Inc., 509 U.S. 579 (1993) (Federal judges gatekeep reliability of expert testimony)
- ADR N. Am., L.L.C. v. Agway, Inc., 303 F.3d 653 (6th Cir. 2002) (Proof of damages requiring reasonable certainty)