Memc v. Bp
9 A.3d 508
Md. Ct. Spec. App.2010Background
- MEMC supplied silicon powder to BP Solar; August–November 2004 emails discussed a long-term contract through 2007 with a 150 MT annual minimum.
- BP Solar shipped ~224 MT in 2005; MEMC stopped shipments thereafter, prompting BP Solar's April 30, 2007 breach-of-contract suit.
- Trial spanned two weeks; BP Solar argued the emails and prior dealings created a three-year contract with a minimum 150 MT per year and a right of first refusal for excess output.
- MEMC contended there was no meeting of the minds and that no enforceable contract existed; MEMC also argued any writing did not satisfy Statute of Frauds for 2007.
- The jury found there was a contract covering 2005–2007 and that MEMC breached, awarding BP Solar $8,849,447 as partial cover damages for 2007.
- On appeal, MEMC challenged Statute of Frauds sufficiency, several evidentiary rulings, and the admissibility/sufficiency of expert testimony regarding reasonable price.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Sufficiency of writings under Statute of Frauds | Writings show no 2007 contract confirmable; no 2007 purchase order, merchants' exception not satisfied. | Printed emails satisfy Statute and merchants' exception; a three-year output/minimum contract can be inferred. | Printed emails satisfied the Statute and merchants' exception; contract for 2005–2007 affirmed. |
| Court's evidentiary rulings regarding Lahoti deposition and superseded complaints | Erroneous exclusions and admitted testimony created prejudice; superseded pleadings should have been admitted as party admissions. | Rulings were within discretion; changes in pleadings did not alter core facts; exclusions not reversible error. | Rulings not reversible; no abuse of discretion dispositive of the outcome. |
| Preclusion of Barron's original deposition testimony during cross-examination | Live cross-examination of inconsistencies essential to challenge BP's contract theory. | Court corrected course; later use of errata and deposition excerpts mitigated prejudice. | No reversible prejudice; actions within a permissible range of discretion. |
| Court's response to jury note about contract type | Note should have forced finding of either an output contract or no contract. | Court's guidance aligned with instructions allowing contract and its terms to be interpreted; did not coerce a ruling. | No abuse; response consistent with instructions and verdict sheet. |
| admissibility and sufficiency of Winegarner's reasonable-price testimony | Expert lacked qualifications/methodology; testimony was speculative and not tethered to delivery time. | Winegarner had substantial industry experience; ample factual basis; § 2-305 does not bar long-term pricing opinion. | Winegarner's testimony admissible; adequate factual basis; damages supported. |
Key Cases Cited
- Salisbury Bldg. Supply Co. v. Krause Marine Towing Corp., 162 Md.App. 154, 873 A.2d 452 (2005) (writing can be sufficient under Statute of Frauds when it prevents fraud; notes on memoranda sufficiency)
- Collins v. Morris, 122 Md.App. 764, 716 A.2d 384 (1998) (statute of frauds purpose to prevent fraud; note/memorandum adequacy analyzed with surrounding circumstances)
- Shapiro v. Sherwood, 254 Md. 235, 254 A.2d 357 (1969) (amended pleadings can supersede prior ones; admissibility considerations of prior pleadings)
- Rotwein v. Bogart, 227 Md. 434, 177 A.2d 258 (1962) (expert qualification can turn on knowledge rather than formal credentials)
- CSX Transp., Inc. v. Miller, 159 Md.App. 123, 858 A.2d 1025 (2004) (trial court wide discretion in admitting expert testimony; Rule 5-702 applicability)
- Terumo Med. Corp. v. Greenway, 171 Md.App. 617, 911 A.2d 888 (2006) (limits on challenging expert opinions after evidence admitted)
- Fenner v. State, 381 Md. 1, 846 A.2d 1020 (2004) (evidence admissibility standards and discretion)