Electronic Data Systems LLC v. Syncreon America Inc.
2:09-cv-13660
E.D. Mich.Oct 21, 2013Background
- EDS sued Syncreon (f/k/a TDS Automotive) claiming four contract-based counts arising from "Lost Goods" that were received, shipped, or missing from Syncreon warehouses. The Court previously dismissed Count II. EDS seeks ~$7 million in damages.
- Central factual disputes: whether EDS possessed/title to specific Lost Goods (i.e., whether bailment existed) and the monetary value EDS suffered for each Lost Good.
- During discovery, the magistrate ordered EDS to produce payment records for transactions with invoice amounts $500 or more. EDS’s damages spreadsheet repeatedly responded "Payment Data Not Yet Located" for many transactions, totaling about $2.8 million of the claimed damages.
- Syncreon moved for partial summary judgment seeking to bar recovery for spreadsheet items lacking proof EDS paid vendors, and to limit recovery to actual amounts EDS can document having paid when payment < invoice.
- EDS argued it need not prove vendor payment to recover bailment/value and that disputed factual issues preclude summary judgment on damages. EDS did not produce additional payment data in response to the motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether EDS may recover damages for Lost Goods absent proof it paid vendors | EDS: need not prove vendor payment to prove value/loss; entitled to value under bailment law | Syncreon: items without payment proof cannot show EDS suffered financial injury; bar or limit recovery | Court: If EDS cannot show it paid ("Payment Data Not Yet Located"), EDS cannot recover for those items and is precluded from presenting such damages to jury |
| Whether EDS can recover invoice amount when it paid less than invoice | EDS: entitled to value of goods (argues value established) | Syncreon: recovery limited to amount EDS can document having paid | Court: Recovery limited as matter of law to the amount EDS actually paid; cannot recover the unpaid portion of invoice (unless EDS documents having paid more than invoice) |
| Whether the case is a straightforward bailment (liability established as matter of law) | EDS: undisputed bailment relationship assigns liability to Syncreon | Syncreon: disputes that EDS possessed the goods and thus disputes bailment/liability | Court: Genuine dispute of material fact exists whether EDS possessed particular Lost Goods; denied summary judgment on ownership/possession issue |
| Whether the exact monetary liability (total damages amount) should be decided now | EDS: disputes amount; factual issues remain | Syncreon: seeks limitation/elimination of unspecified damages lacking proof | Court: The precise total is not decided now; court decides only that items lacking payment proof cannot be recovered and unpaid invoice gaps cannot be recovered at trial |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard and burden shifting)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (nonmoving party must show more than metaphysical doubt)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (mere scintilla of evidence insufficient to defeat summary judgment)
- Horton v. Potter, 369 F.3d 906 (6th Cir. 2004) (describing party’s duty to point out absence of evidence)
- Webster v. Edward D. Jones & Co., 197 F.3d 815 (6th Cir. 1999) (elements of breach of contract include causation of injury)