Dynegy Marketing and Trade v. Multiut Corp.
2011 U.S. App. LEXIS 16089
| 7th Cir. | 2011Background
- Dynegy and Multiut had a long-standing gas-supply contract dating to 1994, with a 1995 personal guaranty from Draiman; Exhibit Bs were standard but often replaced by invoices in practice.
- Multiut alleged Dynegy offered fixed prices and implied MFN terms, while Dynegy provided price quotes tied to external indices.
- After a 2000–2002 arrearage, Dynegy reduced price quotes to a day-to-day basis and eventually cut off gas in December 2002, prompting suit on contract and guaranty and counterclaims.
- FERC’s 2003 report accused many firms, including Dynegy, of manipulating price indices; Multiut sought discovery on index calculations and price manipulation.
- Draiman’s seventeen-page declaration was excluded as a remedies sanction under Rule 37(c)(1); district court granted summary judgment for Dynegy on contract and counterclaims; on remand, final judgment included prejudgment interest under a contractual formula.
- The Seventh Circuit affirmed, upholding the exclusion of the Draiman declaration and the district court’s summary judgments and denial of reconsideration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Draiman declaration was properly excluded | Multiut argues harmlessness; information already disclosed. | Exclusion was proper sanction for Rule 26 failures; prejudicial impact shown. | Yes, exclusion upheld. |
| Whether there was an oral MFN contract | There was a mutual understanding for MFN pricing. | No meeting of the minds; terms indefinite. | No enforceable MFN contract. |
| Whether there was an oral price-lock-in contract | Dynegy promised fixed prices; Multiut relied. | Essential terms (price, duration) not proven; no contract. | No enforceable lock-in contract. |
| Whether there was an implied contract to waive interest | Dynegy’s failure to invoice interest implied waiver. | Actions do not indicate mutual intent to waive interest. | No implied waiver of interest. |
| Robinson-Patman claim viability and damages | Discrimination harmed Multiut; damages proven. | Need actual injury/damages; evidence insufficient. | Summary judgment for Dynegy on Robinson-Patman claim. |
Key Cases Cited
- Volvo Trucks N. Am., Inc. v. Reeder-SIMCO GMC, Inc., 546 U.S. 164 (2006) (antitrust injury requires showing competitive injury and damages)
- Texaco Inc. v. Hasbrouck, 496 U.S. 543 (1990) (antitrust damages; injury must be shown for §4 claims)
- J. Truett Payne Co. v. Chrysler Motors Corp., 451 U.S. 557 (1981) (proof of antitrust injury; liability does not excuse damages showing)
- Davis v. Time Warner Cable of S.E. Wis., L.P., F.3d _ (2011) (summary judgment standards; de novo review)
- Lathrop, 634 F.3d 931 (2011) (laser-like focus on claims; avoid scattergun briefing)
- Midland Hotel Corp. v. Reuben H. Donnelley Corp., 113 Ill.2d 306, 515 N.E.2d 61 (1987) (essential terms must be definite for contract formation)
- Razor v. Hyundai Motor Am., 222 Ill.2d 75, 854 N.E.2d 607 (2006) (damages need not be exact but based on a reasonable basis)
- O Ollivier v. Alden, 262 Ill. App.3d 190, 634 N.E.2d 418 (1994) (damages prove for breach of contract; burden to show computation)