Dean Technology, Inc. v. CE Power Solutions, LLC
96 F. Supp. 3d 736
S.D. Ohio2015Background
- Dean Technology (seller) and CE Power entities (buyers) used three blanket purchase orders (POs) and confirming sales orders for specialty/custom electrical components. Dean alleges CE Power refused to accept/pay for ≈$100,000 of goods and sues for breach of contract and promissory estoppel.
- Blankets identify part numbers, quantities, and prices but contain no specific ship dates; parties issued later "releases" (new POs) for shipments. Parties dispute whether blankets were binding purchase obligations or mere forecasts.
- Dean seeks damages including costs and lost profits ($82,050.69 claimed). Defendants contend recovery is limited by seller’s Terms & Conditions §2.f.2 (cancellation charges for specialty products: costs + 30%), which would cap recoverable damages at $37,703.39.
- Procedurally: Defendants moved to dismiss for lack of subject-matter jurisdiction (amount-in-controversy); both sides moved for summary judgment (Plaintiff on liability and damages; Defendants for partial summary judgment on several discrete issues).
- The court treated Defendants’ jurisdictional challenge as factual, considered extrinsic evidence, and found genuine factual disputes on contract formation, cancellation vs. breach, applicability/exclusivity of §2.f.2, and mitigation, precluding dismissal or summary judgment on those issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Amount-in-controversy / subject-matter jurisdiction | Dean asserts > $75,000 including lost profits; good-faith claim controls | Defendants say §2.f.2 limits recovery to $37,703.39 so jurisdiction lacking | Denied dismissal: factual disputes (whether §2.f.2 applies/exclusive) prevent legal certainty that amount < $75K |
| Whether blankets + confirms create binding contracts (liability) | Blankets + confirming sales orders obligate CE to purchase total volumes; releases are routine but do not defeat blanket obligation | Blankets were forecasts; only issued releases create purchase obligations | Summary judgment denied for Dean — genuine issue of material fact on integration, course of dealing, and intent |
| Whether §2.f.2 is an enforceable, exclusive liquidated-damages clause limiting recovery | §2.f.2 inapplicable or non‑exclusive; Dean can recover lost profits under UCC 2‑708 | §2.f.2 governs cancellations and caps damages (costs + 30%) | Court: §2.f.2 applies only to cancellations, is not an enforceable/exclusive liquidated-damages clause as written; factual question remains whether a cancellation occurred; summary judgment on limiting damages denied |
| Attorneys’ fees award as contract damages | Dean seeks fees based on General Terms (indemnity clause) | Defendants invoke American Rule and say boilerplate T&C wasn’t negotiated; clause doesn’t expressly provide fees | Granted for Defendants on this point: Dean cannot recover attorneys’ fees as contract damages (boilerplate, unnegotiated, no express fees language) |
Key Cases Cited
- St. Paul Mercury Indemnity Co. v. Red Cab Co., 303 U.S. 283 (a good-faith allegation of amount in controversy controls unless to a legal certainty it is for less)
- Golden v. Gorno Bros., Inc., 410 F.3d 879 (6th Cir.) (distinguishing facial vs. factual Rule 12(b)(1) challenges)
- DLX, Inc. v. Commonwealth of Kentucky, 381 F.3d 511 (6th Cir.) (burden and evidentiary rules on factual jurisdictional attacks)
- Charvat v. NMP, LLC, 656 F.3d 440 (6th Cir.) (applying St. Paul Mercury legal‑certainty standard)
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard on movant’s burden)
- Samson Sales, Inc. v. Honeywell, Inc., 12 Ohio St.3d 27 (Ohio) (three‑part test for enforceability of liquidated damages clauses)
- Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (Ohio) (construction limiting certain contract provisions to cancellations)