The opinion of the court was delivered by: ARLANDER KEYS, Magistrate Judge
MEMORANDUM OPINION AND ORDER
In this diversity action, Third-Party Defendant, Industrial Magnetics,
Inc. ("IMI"), moves for partial summary judgment, pursuant to Rule 56
of the Federal Rules of Civil Procedure, For the
reasons set forth below, the motion is GRANTED in part and DENIED
IMI is a Michigan corporation that produces and sells magnets for use
in industrial machinery. IMI sold Third-Party Plaintiff, Delta Brands,
Inc. ("DBI"), magnets that DBI incorporated into equipment manufactured
for Plaintiff, Loeffel Steel Products, Inc. ("Loeffel"). When the
equipment malfunctioned, Loeffel initiated the present action against
DBI. In response, DBI brought a third-party complaint against IMI,
alleging that IMI misrepresented the magnets' capabilities and must,
therefore, share in DBI's liability, if any, IMI now moves for partial
summary judgment. The following facts are relevant to the issues raised
in IMI's motion.
Sometime in mid-1999, DBI requested that IMI's regional sales
representative, Jim Branch, provide pricing information for certain
magnets. On June 22, 1999, Mr. Branch sent DBI a written proposal
describing the requested magnets and their possible uses ("June
Proposal"). The June Proposal also included a terms and conditions page
that included conspicuous warranty disclaimers.
Months later, Mr. Branch again visited DBI's office. DBI informed Mr.
Branch that it needed more magnets for a number of new applications,
including the Loeffel project. Mr. Branch drew up a quotation, explaining
pricing and payment terms for the requested magnets ("Branch Quotation").
The Branch Quotation described the same magnets referenced in the June
Proposal, but was not
accompanied by any warranty disclaimers.
On May 10, 2000, DBI issued a purchase order requesting the magnets
described in the Branch Quotation ("Purchase Order"). The Purchase Order
included certain terms and conditions intended to govern the purchase,
including a provision expressly providing for implied warranties. DBI
claims that it hand-delivered the Purchase Order to Mr. Branch. IMI
disputes this, and claims that it cannot locate the Purchase Order in its
IMI shipped the ordered magnets, and DBI incorporated them into
Loeffel's equipment. When Loeffel brought the present action, DBI filed a
third-party complaint against IMI, raising the following claims:
Indemnity (Count I), Contribution (Count II), Breach of Contract (Count
III), Breach of Express Warranty (Count IV), Breach of Implied. Warranty
of Fitness for a Particular Purpose (Count V), and Breach of Implied
Warranty of Merchantability (Count VI). IMI now moves for summary
judgment on the implied warranty counts (Counts V and VI). IMI argues
that DBI is collaterally estopped from pursuing these claims, and also
that the parties' contract conspicuously disclaims implied warranties.
IMI also moves to dismiss the contribution claim (Count II), arguing that
DBI's contract-based complaint precludes tort-based remedies.
The court will grant summary judgment only if the pleadings and
supporting documents show that there is no genuine issue of material fact
and that the moving party is entitled to a judgment as a matter
of law. Fed.R.Civ.P. 56(c) (2003). A genuine issue of material fact
exists if the evidence is such that a reasonable jury could return a
verdict for the nonmoving party. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 248 (1986). In determining whether a genuine issue of
material fact exists, the Court views the facts in the light most
favorable to the nonmoving party and draws all reasonable inferences in
the nonmoving party's favor. Shank v. William R. Hauge, Inc., 192 F.3d 675,
681 (7th Cir. 1999).
The moving party in a motion for summary judgment bears the initial
burden of demonstrating that no genuine issue of material fact exists.
Celotex Corp, v. Catrett, 477 U.S. 317, 323 (1986). If the moving party's
burden is met, then the nonmoving party must set forth specific facts
showing that, there is a genuine issue for trial in order to survive
summary judgment, Schacht v. Wisconsin Dep't of Corrs., 175 F.3d 497, 504
(7th Cir. 1999). In a summary judgment proceeding, the Court will
disregard all facts not properly supported by the record. Brasic v.
Heinemann's Inc., 121 F.3d 281, 284 (7th Cir. 1997).
1. Implied Warranties (Counts V and VI)
IMI presents two arguments against Counts V and VI. First, IMI claims
that DBI is collaterally estopped from litigating the issue of implied
warranties because previous litigation conclusively decided the matter.
Next, IMI claims that the June Proposal ...