BDH LLC v. Outdoor Product Innovations Inc
2:21-cv-00770
E.D. Wis.Mar 25, 2025Background
- Plaintiff BDH, LLC sold its assets to Outdoor Product Innovations, Inc. (now DBR Finance, Inc.) five years ago through an Asset Purchase Agreement (APA), leading to multiple subsequent disputes between parties over alleged breaches of that agreement.
- Defendants allege plaintiff misrepresented product rights, accounting values, and compliance with customs, resulting in significant financial and legal misrepresentations.
- Plaintiff claims OPI/DBR paid only a nominal upfront amount, withheld royalties, leveraged BDH’s business connections, made large profits, and then sold assets for millions without appropriate payments to BDH.
- Both sides filed motions for partial summary judgment, each arguing that the other breached the APA and related claims.
- The court found that both parties’ summary judgment motions violated local procedural rules by failing to submit proposed facts in the required format and exceeding fact limits.
- The court denied all pending motions for partial summary judgment without prejudice and ordered the parties to seriously consider mediation before proceeding toward trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendants breached the APA and conversion/fraud | OPI breached the APA, wrongfully withheld funds, and committed theft | BDH misrepresented material facts and violated contract; OPI held inventory legally | Not resolved; motions denied w/o prejudice |
| Whether plaintiff fraudulently misrepresented APA terms | Alleged misrepresentations were unfounded and unsupported | Plaintiff doctored docs, misrepresented rights, and defrauded U.S. Customs | Not resolved; motions denied w/o prejudice |
| Whether pleadings met statutory and procedural requirements | Defendants’ Wis. Stat. §100.18 claim unsupported; no good faith basis | Sufficient disputed facts for claim; BDH liable under alter ego or agency theories | Not resolved; motions denied w/o prejudice |
| Compliance with local rules on summary judgment motion | Defendants’ proposed findings exceeded fact limits and were cumbersome | No compliance or amendment sought; also filed excessive additional statements | Both parties’ motions denied for noncompliance |
Key Cases Cited
- Physicians Healthsource, Inc. v. A-S Medication Solutions, LLC, 950 F.3d 959 (7th Cir. 2020) (abuse of discretion to deny response to new arguments raised in reply for summary judgment)