1979-2 Trade Cases 62,789,
UNIVERSAL LITE DISTRIBUTORS, INC., Appellant,
v.
NORTHWEST INDUSTRIES, INC. and Universal Manufacturing
Corporation, Appellees.
UNIVERSAL LITE DISTRIBUTORS, INC., Appellee,
v.
NORTHWEST INDUSTRIES, INC., Defendant, and Universal
Manufacturing Corporation, Appellant.
Nos. 79-1062, 79-1063.
United States Court of Appeals,
Fourth Circuit.
Argued April 4, 1979.
Decided July 30, 1979.
H. Rоbert Halper, Washington, D. C. (Terence P. Boyle, Hope S. Foster, Washington, D. C., Andrew Jay Graham, Baltimore, Md., O'Connor & Hannan, Washington, D. C., Kramon & Graham, Baltimore, Md., on brief), for appellant.
J. Alan Galbraith, Washington, D. C. (William E. McDaniеls, Kendra E. Heymann, Williams & Connolly, Washington, D. C., on brief), for appellees.
Before HAYNSWORTH, Chief Judge, WINTER and HALL, Circuit Judges.
PER CURIAM:
In 1975, Universal Lite Distributors (ULD), a distributor of fluorescent lamp ballasts, filed a four-count antitrust and contract complaint against Northwest Industries and its subsidiary, Universal Manufacturing Corporation (UMC), which manufactures ballasts and has been ULD's sole bаllast supplier since 1947. UMC responded with a five-count counterclaim, seeking money owed by ULD on goods delivered and a declaratory judgment terminating ULD's distributorship. The district court granted summary judgment in favor of UMC on ULD's antitrust claims, Universal Lite Distributors v. Northwest Industries,
We affirm the decision of the district court in all but one respect: because there was insufficient proof that ULD had lost sales as a result of UMC's breaсh of its exclusive distributorship, the jury's verdict in favor of ULD should have been reduced by the amount of the lost profits claimed, or $122,113.
I.
The facts pertinent to this appeal are developed at length in the district court's opinion,
II.
In Count I of the complaint, ULD alleges that UMC conspired to restrain trade and to monopolize the ballast industry in violation of §§ 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1 and 2. While mindful that "summary procedures should be used sparingly in complex antitrust litigation," Poller v. Columbia Broadcasting System,
III.
In Count V of its counterclaim, UMC seeks a declaratory judgment which would allow it to terminate its oral agreement with ULD upon reasonable notice. Like the district court, we find no merit in ULD's contention that the termination of the distributorship would violate thе antitrust laws. We also agree, and the parties do not dispute, that under the applicable state law a contract of indefinitе duration may be terminated by either party upon reasonable notice. Md. Commercial Code Ann. §§ 2-309(2) and (3). In a supplemental memorаndum in opposition to UMC's motion for summary judgment, ULD alleged for the first time that the parties intended their agreement to last as long as UMC and ULD remained in the ballast business. We concur in the district court's determination that the oral agreement was nevertheless so " indefinite in duration" as to be terminable on reasonable notice. Since there is no question that such notice has been given, the order permitting UMC to terminаte its relationship with ULD is affirmed.2
IV.
At trial, ULD argued that UMC had breached the 1947 oral agreement by failing to sell its ballasts to ULD at its "lowest price" and by mаking sales to jobber-distributors within the area of ULD's exclusive distributorship. For these breaches, ULD claimed damages of $261,426 and $122,113, respectively. In returning a verdict of $383,540 in favor of ULD, the jury necessarily found that ULD was entitled to the full amount of the damages claimed.
We conclude that the district court properly denied UMC's motion for judgment notwithstanding the verdict on ULD's claim for breach of the " lowest price" term. Viewing the facts in the light most favorable to ULD, a reasonable jury could find that the "lowest price" term was not modified by subsequent agreement and that the breаch of the term was not waived by ULD's failure to give reasonable notice. A provision to sell at the "lowest price" is not too vague to be enforceable. See Md. Commercial Law Code Ann. §§ 2-204(3), 2-305(1). Whatever objections UMC had to the exhibit submitted by ULD as proof of its damagеs went to its weight, not to its admissibility, and damages were otherwise proven with reasonable certainty. Finally, no part of the award was barrеd by the statute of limitations. Md. Commercial Law Code Ann. § 2-725.
ULD's claim for breach of its exclusive distributorship stands in a different posture. Damages for lоst profits must be proven with reasonable certainty. See Macke Co. v. Pizza of Gaithersburg, Inc.,
V.
The remaining сontentions of the parties merit little discussion. We find no abuse of the trial court's discretion in limiting the scope and time of discovery. Therе is no need to decide UMC's motion to strike certain exhibits, since our decision on the merits would be unaltered however the motion is deсided. Finally, barring appellate review, the issuance of our mandate will mark the end of this litigation. Our stay of the district court's order relieving UMC оf its undertaking to supply ULD with ballasts until the suit's conclusion will be therefore vacated as of the date that the mandate issues.
AFFIRMED IN PART; REVERSED IN PART.
Notes
A judge of this court, hоwever, stayed this order of the district court pending decision of this appeal
We note, in the alternative, that in so far as the oral agreement remains to be executed, it is unenforceable under the statute of frauds. Md. Commercial Law Code Ann. § 2-201. Although the statute of frauds was not mentioned in connection with UMC's counterclaim, it was raised as an affirmative defense to ULD's complaint. We think that this was sufficient to preserve the issue