T G Plastics Trading Co., Inc. v. Toray Plastics (America), Inc.
2014 U.S. App. LEXIS 24212
1st Cir.2014Background
- Toray and National Plastics settled a prior suit in 2007, agreeing that Toray would sell exclusively to National Plastics and pay a 12% commission on all such sales.
- The Settlement Agreement defined the agreed materials as scrap plastics and related categories, including an undefined term 'aged film.'
- National Plastics sued in 2009-2011 for breach of the Settlement Agreement, culminating in a jury trial in 2014 on the issue of whether Toray breached by selling aged film to others.
- Evidence at trial focused on the meaning of 'aged film' and whether it encompassed film 13 months or older, with conflicting testimony from Toray and National Plastics.
- The jury awarded National Plastics approximately $2.02 million (12% of Toray's revenues from aged-film sales), which Toray challenged on Rule 50 grounds.
- The district court denied Toray’s Rule 50 motion and the First Circuit affirmed, upholding the jury verdict and noting the potential for a Rule 39(b) flight to jury.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court properly allowed amendment to demand a jury trial | National Plastics contends Rule 39(b) discretion supported the amendment. | Toray argues late demand undermines right to jury trial. | Not an abuse of discretion; amendment upheld. |
| Whether 'aged film' was properly a jury issue due to meaning | Aged film meant thirteen months or more; evidence supports intent. | Aged film is ambiguous; could be narrower or interpretive. | Reasonable jury could construe 'aged film' as 13+ months. |
| Whether the damages award was sufficiently certain and not speculative | Twelve percent of Toray's revenues from aged-film sales is a rational measure. | Damages speculative because National Plastics cannot show same pricing/markets. | Damages proven with reasonable certainty; 12% is a rational estimate. |
Key Cases Cited
- Rowlett v. Anheuser-Busch, Inc., 832 F.2d 194 (1st Cir. 1987) ( Rule 39(b) discretion broad; reversal rare)
- Moores v. Greenberg, 834 F.2d 1105 (1st Cir. 1987) ( Rule 39(b) factors; highly fact-specific)
- Olympia Express, Inc. v. Linee Aeree Italiane, S.P.A., 509 F.3d 347 (7th Cir. 2007) (foreign-immunity context; not controlling here)
- George v. George F. Berkander, Inc., 169 A.2d 370 (R.I. 1961) (damages measure seeks to place injured party near full performance)
- RBC Nice Bearings, Inc. v. SKF USA, Inc., 78 A.3d 195 (Conn. App. Ct. 2013) (exclusive-distributor profits as damages measure in some contract contexts)
- Sophie F. Bronowiski Mulligan Irrevocable Trust v. Bridges, 44 A.3d 116 (R.I. 2012) (damages need not be absolutely certain; reasonable certainty suffices)
- Guzman v. Jan-Pro Cleaning Sys., Inc., 839 A.2d 504 (R.I. 2003) (damages must be proven with reasonable certainty)
- Mktg. Design Source, Inc. v. Pranda N. Am., Inc., 799 A.2d 267 (R.I. 2002) (damages require reasonably precise figures; not speculative)