MEMC Electronic Materials, Inc. v. BP Solar International, Inc.
9 A.3d 508
Md. Ct. Spec. App.2010Background
- MEMC supplied silicon powder to BP Solar for manufacturing solar panels in Maryland, with a historical relationship dating to 1996–2000 under prior two-year and extended arrangements.
- Between 2001 and 2004, the parties used email-based dealings to document short-form supply arrangements, including purchase orders and invoices.
- In 2004, BP Solar sought a long-term supply contract for 2005–2007; emails from August–November 2004 discussed a minimum quantity of 150 MT per year and a right of first refusal for excess output.
- MEMC shipped about 224 MT of silicon powder in 2005 but ceased shipments thereafter, prompting BP Solar to sue for breach of contract on April 30, 2007.
- The jury ultimately found a three-year contract existed covering 2005–2007 and awarded BP Solar $8,849,447 as partial cover damages for 2007.
- The court entered judgment affirming the verdict; the appeal and cross-appeal addressed Statute of Frauds validity, evidentiary rulings, and expert testimony.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was BP’s claim for 2007 enforceable under the Statute of Frauds? | BP Solar argues the writings satisfied the merchants’ exception and thus enforce the 2007 term. | MEMC contends no sufficient confirmatory writing for 2007 exists and preservation issues bar review. | Yes; writings satisfy the Statute and merchants’ exception for 2007; issue preserved or properly reviewable. |
| Did the trial court abuse evidentiary rulings affecting contract formation rulings and jury questions? | BP Solar contends rulings allowed prejudicial corporate-practice evidence and exclusion of superseded complaints harmed credibility. | MEMC asserts rulings were within discretion and not prejudicial enough to reverse. | No reversible error; rulings within the trial court’s discretion and not prejudicial to the verdict. |
| Was Mr. Winegarner’s expert testimony properly admitted and sufficient to support damages? | BP Solar argues his price opinions were reliable and properly tied to time of delivery under the contract terms. | MEMC claims lack of methodological rigor and misapplication of §2-305, making the damages speculative. | Yes; expert properly qualified, based on adequate factual basis, and compatible with the contract framework; damages sustained. |
Key Cases Cited
- Salisbury Bldg. Supply Co. v. Krause Marine Towing Corp., 162 Md.App. 154 (Md. App. 2005) (statute of frauds and writing sufficiency; permissible reliance on surrounding circumstances)
- Collins v. Morris, 122 Md.App. 764 (Md. App. 1998) (statute of frauds writing sufficiency and fraud avoidance)
- Tatum v. Richter, 280 Md. 332 (Md. 1977) (recognition that writing may satisfy statute via multiple forms)
- Rotwein v. Bogart, 227 Md. 434 (Md. 1962) (expertise may be established by knowledge other than direct experience)
- Sippio v. State, 350 Md. 633 (Md. 1998) (fact-finding basis for expert testimony; acceptable hypothetical bases)
- Giant Food, Inc. v. Booker, 152 Md.App. 166 (Md. App. 2003) (expert testimony must be grounded in reliable methods; not mere conjecture)