Appeal from the United States District Court for the Southern District of Indiana, Indianapolis Division. No. 81 C 506 -- S. Hugh Dillon, Judge.
Wood, Circuit Judge, Swygert, Senior Circuit Judge, and Grant, Senior District Judge.*fn*
This case involves a dispute between Motorola, a seller of radio communications services, and Communications Maintenance, Inc. ("CMI"), one of Motorola's authorized service stations, over Motorola's decision to terminate the authorized service station agreement and numerous service subcontracts.
Motorola is a manufacturer and seller of radio communications equipment and related services consisting of installation and maintenance contracts. In selling related services Motorola contracts directly with the radio users and then either performs the service itself, or subcontracts the service work to independent service companies. Motorola designates many of these subcontractors as authorized Motorola Service Stations ("MSS's") pursuant to a Motorola Service Station Agreement ("MSSA").
The standard MSSA provides that Motorola will use its best efforts to arrange for the MSS to install and maintain Motorola radios sold to customers in the MSS's service area. In return, the MSS agrees, among other things, to accept and enter all maintenance subcontracts with Motorola provided the subcontracts conform to Motorola's standard installation or maintenance subcontracts and that the subcontracts are at a rate equal to or in excess of the MSS's current rates for installation and/or maintenance. The MSS also agrees to perform the work in accordance with Motorola specifications. Finally, the MSSA provides that either party can terminate the MSSA without cause upon thirty-days written notice. The subcontracts provide that if CMI is terminated as an MSS then Motorola can terminate the subcontracts on ten-days written notice.
CMI engages in the business of installing and servicing two-way radio communication equipment and was first designated an MSS in 1955. Motorola and CMI executed their last MSSA on February 24, 1971. In late March, 1981, Motorola learned that CMI was soliciting Motorola customers to cancel their service contracts with Motorola and enter into service contracts directly with CMI. These solicitations also included a representation that CMI had become associated with General Electric, a Motorola competitor, as a service center and sales organization.
On April 10, 1981, Motorola notified CMI by letter of its intention to terminate the MSSA thirty days thereafter. At the same time it gave thirty-days notice of its intention to terminate all service subcontracts between the parties.
On May 8, 1981 CMI brought suit in Indiana state court charging that the termination of the MSSA was without good cause and that therefore it was in violation of the Indiana Franchise Act and that the termination of the service subcontracts constituted anticipatory breach. The case was removed to federal court when CMI amended its complaint adding charges that the terminations violated federal antitrust laws and that they were breaches of implied agreements between the parties. Motorola counterclaimed, charging that CMI's solicitation of Motorola customers to cancel their service contracts with Motorola and enter direct contracts with CMI constituted tortious interference with business advantage, wrongful conversion of business opportunities using confidential and proprietary information, and violation of fiduciary duty. Motorola also sought payment for radio parts delivered to CMI.
The district court, in an order issued October 28, 1981, denied CMI's motion for a preliminary injunction and then, in an order issued March 24, 1982, granted Motorola's motion for summary judgment on CMI's initial claims of violation of the Indiana Franchise Act and anticipatory breach of contract.
On August 19, 1982, CMI filed for relief under Chapter 11 of the Bankruptcy Code, thus obtaining an automatic stay of Motorola's counterclaims. On May 10, 1983, the bankruptcy court amended the automatic stay to allow the trial, which had been set for May 11, 1983, to proceed. Also on May 10 CMI filed a jury demand and a request for continuance of trial to conduct further discovery. On May 11 the district court denied plaintiff's demand for a jury trial and request for a continuance, and a three-day bench trial commenced. After trial, the judge rejected CMI's federal antitrust and breach of implied contracts claims, as well as Motorola's counterclaim for tortious interference with contractual relations, wrongful conversion of business opportunities using proprietary information, and violation of fiduciary duty. The judge granted Motorola relief on its counterclaims for payment on account and on an October 24, 1980 promissory note for parts delivered. After offsetting for credits owed by Motorola for service subcontract payments and other accounts receivable the judge entered judgment for Motorola in the amount of $58,389.69.
Plaintiff-appellant, CMI, appeals the district court's (1) grant of partial summary judgment in favor of defendant-appellee, Motorola, on count I alleging violation of the Indiana Franchise Law, (2) refusal to grant plaintiff's jury trial demand and request for continuance of trial, (3) finding that the MSSA's thirty-day ...