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KNORR BRAKE CORP. v. HARBIL
October 27, 1982
KNORR BRAKE CORP., PLAINTIFF,
HARBIL, INC., ET AL., DEFENDANTS.
The opinion of the court was delivered by: Shadur, District Judge.
MEMORANDUM OPINION AND ORDER
Knorr Brake Corporation ("Knorr Brake") has sued Harbil,
Inc. ("Harbil") and P.E.P. Industries, Ltd. ("P.E.P.") for
rescission, breach of contract and injunctive relief based on
their alleged breach of an agreement between Knorr Brake and
Harbil. Harbil has responded with a counterclaim charging
Knorr Brake and its corporate parent, Knorr-Bremse GmbH
("Knorr-Bremse"), with various torts and breaches of contract
and fiduciary duties. Harbil now seeks to join seven
individuals as additional counter-defendants.*fn1 For the
reasons stated in this memorandum opinion and order Harbil's
motion is denied and Count V of its First Amended
Counter-Complaint (the "Counter-Complaint") is stricken.
Knorr Brake filed its Complaint in December 1981. On
December 9 this Court entered a temporary restraining order
against Harbil and P.E.P. and promptly thereafter conducted an
evidentiary hearing on Knorr Brake's motion for preliminary
injunction. This Court's January 28, 1982 memorandum opinion
and order ("Opinion I") reflected its findings of fact and
conclusions of law, as required by Fed.R.Civ.P. ("Rule")
52(a), granting the motion. It issued the preliminary
injunction itself February 22, contemporaneously with a
supplemental memorandum opinion ("Opinion II").
In August 1982 Harbil filed the Counter-Complaint and moved
to join the seven individual "additional
counter-defendants."*fn2 This opinion is limited to that
Background Facts and the Counter-Complaint
This opinion will not repeat the detailed facts found in
Opinion I. Briefly Knorr Brake and Harbil entered into a joint
venture written contract (the "Agreement"), later supplemented
by a letter of modification and extension. Under the joint
venture arrangement they agreed to design, obtain regulatory
approval for and market an air brake system for use on railway
cars in the United States and Canada. Harbil used P.E.P. as
the source of technical assistance Harbil had agreed to
provide Knorr Brake under the Agreement. Knorr Brake sued
Harbil and P.E.P. after the latter, independently of Knorr
Brake and solely for P.E.P.'s own benefit, sought regulatory
approval of the design of a principal component of the air
brake system being designed by Knorr, Harbil and P.E.P. under
Harbil's Counter-Complaint alleges:
1. Knorr breached their fiduciary and
contractual duties to Harbil (Count I).
2. Knorr were unjustly enriched by use of
Harbil's technical information and trade secrets
3. Knorr damaged Harbil's business reputation
and good will (Count III).
4. Knorr-Bremse maliciously interfered with
Harbil's contractual relationship with Knorr
Brake (Count IV).
5. Knorr and the seven individual
counterdefendants conspired to cause Harbil's
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