T.G. Plastics Trading Co. v. Toray Plastics Inc.
2013 U.S. Dist. LEXIS 108737
D.R.I.2013Background
- National Plastics and Toray formed an exclusive-supply agreement governing sale of listed materials from 2007 to 2024.
- Disputes arose over the meaning of “agreed materials,” especially whether Toray must sell aged film and how it is defined.
- Audit rights existed but scope was disputed; National Plastics sought full document access, Toray limited scope.
- National Plastics' pricing scheme kept 12% commission while passing transportation costs separately, leading to dispute over pricing in the agreement.
- The litigation began in 2009 with contract claims and counterclaims; multiple counts were disputed, leading to cross-motions for summary judgment.
- The court granted in part and denied in part, resolving some counts as a matter of law and leaving others for fact-finders.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Ambiguity of agreed materials | National Plastics argues the definition is broad and ambiguous | Toray contends the definition mirrors historic practice | Ambiguous; extrinsic evidence required; not ripe for summary judgment |
| Audit scope under the Agreement | Audit should be full and broad per language | Audit scope is limited by the contract | Ambiguity present; extrinsic evidence needed; summary judgment denied on audit issue |
| Proper pricing and inclusion of transportation costs | National Plastics included transportation costs separately under the 12% scheme | Toray argues costs should be included, reducing 88% to Toray | Genuine issues of material fact; summary judgment denied on transportation-pricing issue |
| Best efforts, tying pricing, and sharing pricing information | Toray claims National Plastics failed to maximize pricing, tie pricing, or share market data | Evidence insufficient to prove damages and contract interpretation | Questions of material fact exist; summary judgment denied for these counterclaims (II, III, IV) as to damages and scope; IV granted for sharing information dependent on facts |
| Existence of fiduciary/partner relationship | National Plastics asserts fiduciary duties arising from a partnership-like relationship | There was only a seller-reseller relationship; no partnership or fiduciary duty | No partnership or fiduciary duty as a matter of law; Toray entitled to summary judgment on Count II |
| (Optional consolidation) Specific performance and attorneys’ fees | Not separately listed as standalone issues; resolved in analysis; see conclusions. |
Key Cases Cited
- Rotelli v. Catanzaro, 686 A.2d 91 (R.I. 1996) (contract ambiguity and use of extrinsic evidence to interpret terms)
- Haviland v. Simmons, 45 A.3d 1246 (R.I. 2012) (read contract in its entirety, plain meaning; ambiguity control)
- Now Courier, LLC v. Better Carrier Corp., 965 A.2d 429 (R.I. 2009) (implied covenant of good faith limits and context)
- U.S. v. Fairway Capital Corp., 433 F. Supp. 2d 226 (D.R.I. 2006) (settlement contracts treated as contracts for purposes of interpretation)
- A. Teixeira & Co., Inc. v. Teixeira, 699 A.2d 1383 (R.I. 1997) (fiduciary duty analysis in context of corporate relationships)