The opinion of the court was delivered by: AMY J. ST. EVE, District Judge
MEMORANDUM OPINION AND ORDER
Plaintiff Grand Vehicle Works Holdings Corporation ("GVW") sued
Defendants Thomas Frey ("Frey") and Richard Fish ("Fish"),
(collectively "Defendants"), for breach of contract, tortious
interference with a contractual relationship, breach of fiduciary
duty, and unfair competition. Defendants move for summary
judgment on all counts. For the reasons discussed below, the
Court grants in part and denies in part Defendants' motion.
I. Parties And Relevant Non-Parties
GVW is a Delaware corporation with its principal place of
business in Lake County, Illinois. (R. 84-1; Pl.'s Resp. to
Def.'s Stmt. Mat. Facts ("Def.'s SMF") ¶ 1.) Andrew Taitz is the
Chief Executive Officer of GVW. (Id.) Workhorse Custom Chassis,
LLC ("Workhorse") is a subsidiary of GVW. (Id. ¶ 2.) Workhorse
manufactures "stripped chassis" for both Class A motorhomes and
for commercial step-vans. (Id.) Workhorse was formed in 1998
and maintains production facilities in Union City, Indiana.
(Id.) Workhorse only manufactures stripped chassis and does not
manufacture trailers. (Id. ¶ 3.) It is the only chassis
manufacturer who only manufactures stripped chassis. (Id.) Frey resides in Centerville, Ohio. (Id. ¶ 5.) Workhorse
employed Frey as its President from approximately June 1, 1999 to
January 7, 2003. (Id.) In January 2003, Frey became and is
currently the Chief Executive Officer of Universal Trailer
Corporation ("Universal Trailer").
Fish also resides in Centerville, Ohio. (Id. ¶ 6.) Fish
served as Workhorse's Vice President of Sales and Marketing from
October 23, 2000 until August 1, 2003. (Id.) On August 1, 2003,
Fish left Workhorse and went to work for Universal Trailer as its
Vice President of Sales and Marketing. (Id.) Universal Trailer
currently employs Fish in this same capacity. (Id.)
Tony Monda ("Monda") resides in Portage, Indiana. (Id. ¶ 7.)
Workhorse employed Monda as its Director of Marketing from
approximately May 1, 1999 to September 23, 2003. (Id.) On
September 23, 2003, Monda left Workhorse and joined Universal
Trailer's subsidiary, Haulmark Industries ("Haulmark"), as its
Director of Marketing. (Id.) Monda currently serves Haulmark as
its Director of Marketing. (Id.)
The industry divides motorhomes into at least two
classifications "Class A" and "Class C" motorhomes. (Id. ¶¶
13, 14.) Class A motorhomes are bus-type motorhomes, such as
those made by Winnebago, powered by either gas or diesel engines.
(Id.) Gas-powered Class A motorhomes have their engines at the
front of the vehicle between and under the driver's side and
passenger side seats. (Id.) Gas-powered Class A motorhomes
contain living quarters and typically range in size from 20 feet
to 35 feet in length. (Id.) Diesel-powered Class A motorhomes
have their engines in the rear of the vehicles, contain living
quarters, and are between 30 feet and 42 feet in length.
Class C motorhomes (also referred to as a "mini-Class C")
feature a box containing living quarters mounted behind a cab.
(Id. ¶ 14.) A Class C motorhome is typically smaller in length than Class A motorhomes, very maneuverable, and resemble
an Econoline Van. (Id.) Within the Class C motorhome segment,
is a subset of significantly different vehicles for heavy towing
that meet specialty needs. (Id. ¶ 15.)
III. Workhorse's Motorhomes
Workhorse is a manufacturer of "stripped chassis" for Class A
motorhomes. (Id. ¶ 16.) A stripped chassis is the part of the
Class A motorhome that includes the engine, transmission, axles,
wheels, gas tank, exhaust system, and various other items.
(Id.) Workhorse's stripped chassis does not have any seating,
body, dashboard, headlights, taillights, or brake lights. (Id.
¶ 17.) An individual cannot lawfully drive a Workhorse stripped
chassis on a public highway. (Id.) For Class A motorhomes,
Workhorse manufactures both a gas-powered chassis ("P series" and
"W series") and a "rear" diesel-powered chassis ("R series"), at
least some of which are known in the trade as a "rear diesel
pusher chassis." (Id. ¶ 18.) Workhorse's gas-powered stripped
chassis has a towing capacity ranging between 3,500-5,000 pounds.
(Id.) Workhorse's diesel-powered stripped chassis can tow
approximately 11,000 pounds. (Id.)
Workhorse sells its stripped chassis to Class A motorhome
manufacturers, including Fleetwood, Winnebago, National RV,
Damon, Forest River, Four Winds, Monaco, Eldorado, Tiffin,
Safari, Georgie Boy, Coachman, Holiday Rambler, and Airstream.
(Id. ¶ 19.) These Class A motorhome manufacturers then build a
Class A motorhome body on top of a Workhorse stripped chassis and
sell the completed motorhomes to dealers. (Id.)
In 2003, Workhorse manufactured approximately 20,000 stripped
chassis. (Id. ¶ 20.) Of the 20,000 stripped chassis
manufactured and later sold to Class A motorhome manufacturers,
only 52 chassis were rear diesel-powered chassis ("R series").
(Id.) According to Workhorse's Chief Financial Officer, Michael
Dost, Workhorse's rear diesel-powered chassis sales to Class A motorhome manufacturers were "de minimis." (Id.) On March 25,
2004, Workhorse reported that its first rear diesel-powered
chassis had been sold at retail. (Id.)
Workhorse engages in pull-through marketing, whereby Workhorse
markets its stripped chassis to Class A motorhome consumers.
(Id. ¶ 21.) Pursuant to this strategy, Workhorse markets its
stripped chassis so that an individual will opt to ...