280 F. Supp. 3d 724
D. Maryland2017Background
- Ellicott Dredges and DSC Dredge are competitors; both sell dredging equipment and use Bangladeshi representatives.
- From 2000–2014 Moin U. Islam (former Bangladeshi Ambassador) served as Ellicott’s exclusive sales representative in Bangladesh under successive agreements; a Sales Representation Agreement was signed January 16, 2014 and by its terms expired one year later unless extended in writing.
- In December 2014 Ellicott’s VP emailed Islam a quarterly retainer arrangement for 2015, stating the retainer did not affect the existing Representation Agreement; no written extension of the Representation Agreement was executed.
- In mid–2015 Islam began working with DSC; DSC asked Islam and Ellicott about his status and requested proof of exclusivity; Ellicott produced the 2014 Representation Agreement, the retainer email, and other emails but no written extension.
- Islam informed Ellicott in January 2016 that the Representation Agreement had automatically ended in January 2015; Islam then executed a representation agreement with DSC in February 2016.
- Ellicott sued DSC for (1) tortious interference with contract, (2) tortious interference with prospective relations, and (3) unfair competition; the court granted DSC summary judgment and dismissed the case.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. Existence of an exclusive contract (tortious interference with contract) | Ellicott: the parties continued to operate under the 2014 Representation Agreement through 2015 and the retainer email (plus conduct) extended the contract. | DSC: the 2014 Agreement expired by its plain terms on Jan. 16, 2015; no written extension; retainer email expressly did not alter the Representation Agreement. | Held: No contract in effect in 2015; retainer email did not extend the Agreement; summary judgment for DSC. |
| 2. DSC's knowledge and wrongful intent to interfere with any contract | Ellicott: DSC knew of the exclusive relationship and nevertheless used Islam to get business. | DSC: Islam told DSC he was not working for Ellicott; DSC requested proof and relied on Islam’s representations and Ellicott’s inadequate documentation; DSC did not solicit breach or commit wrongful acts. | Held: Even if a contract existed, DSC lacked knowledge and wrongful intent sufficient for liability; no genuine dispute. |
| 3. Interference with prospective business relations (Karnafuly sale) | Ellicott: DSC obtained a nearly $1M sale to Karnafuly by interfering with Ellicott’s prospective relations. | DSC: It benefitted from Islam’s introduction but presented no evidence of active misconduct to undermine Ellicott’s relation with Karnafuly. | Held: No evidence DSC intentionally and unlawfully caused the loss; summary judgment for DSC. |
| 4. Unfair competition | Ellicott: DSC’s conduct amounted to unfair competition by damaging Ellicott’s business through Islam. | DSC: No fraud, deceit, or wrongful conduct; merely accepted business from Islam after confirming status. | Held: No unlawful or deceitful conduct shown; unfair competition claim fails; summary judgment for DSC. |
Key Cases Cited
- Rossignol v. Voorhaar, 316 F.3d 516 (4th Cir. 2003) (cross-motions for summary judgment are reviewed separately).
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (summary judgment standard).
- Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (genuine dispute and scintilla rule at summary judgment).
- Scott v. Harris, 550 U.S. 372 (U.S. 2007) (view facts and inferences in light most favorable to nonmovant).
- Fowler v. Printers II, Inc., 598 A.2d 794 (Md. Ct. Spec. App. 1991) (elements of tortious interference with contract).
- Alexander & Alexander Inc. v. B. Dixon Evander & Assocs., Inc., 650 A.2d 260 (Md. 1994) (elements of tortious interference with prospective/business relations).