The opinion of the court was delivered by: Charles P. Kocoras, District Judge:
This matter comes before the Court on the motion for a preliminary injunction by Counter-Plaintiffs Outland Renewable Energy, LLC, Outland Renewable Energy Field Services, LLC, and Outland Energy Services, LLC (collectively, "Outland") against Gamesa Wind US, LLC ("Gamesa"). For the reasons set forth below, Outland's motion is denied.
Gamesa sells the component parts of wind turbines to various wind farms. Gamesa's products were generally subject to a two-year warranty period, during which Gamesa would provide operation, maintenance, and repair services ("O&M Services") to its customers. Beginning in 2006, Gamesa subcontracted its O&M Services at various wind farms to Outland. Gamesa's subcontracts quickly became Outland's primary source of revenue.
The contractual relationship between Gamesa and Outland was defined by three different types of agreements. First, Gamesa and Outland entered into a Maintenance Service Agreement ("MSA"), effective for two years beginning on January 1, 2010. The MSA was a master agreement that served as a broad framework of terms and conditions governing the parties' ongoing relationship.*fn1 The MSA did not refer to the performance of services at any particular site or for any particular duration.
Second, Outland and Gamesa executed Statements of Work ("SOWs") pursuant to the MSA for the services to be performed at each individual wind farm. The SOWs specified the price, scope, and duration of the O&M Services and explicitly incorporated the terms and conditions of the MSA.
Finally, Gamesa issued purchase orders for all services on its turbines, whether or not it had an SOW in place for those services. The purchase orders were expressly subject to the terms of the broader agreements between the parties, if such agreements existed. In the absence of such agreements, the purchase orders stated that Gamesa's general terms and conditions would apply. Each purchase order indicated the duration and price of the services requested.
On September 10, 2010 Gamesa began soliciting bids for O&M Services at the Big Horn Wind Farm ("Big Horn") in Bickleton, Washington. Although Outland submitted a bid, Gamesa selected another subcontractor, UpWind Solutions ("UpWind"), to perform O&M Services during the two-year warranty period. Gamesa and UpWind executed an SOW outlining the scope of UpWind's O&M Services at Big Horn, which spanned a two-year term. Approximately three months into this arrangement, however, Gamesa became dissatisfied with UpWind's performance and removed UpWind from Big Horn.
Gamesa subsequently negotiated with Outland to replace UpWind at Big Horn. The parties eventually agreed on a price, and Gamesa issued an Emergency Purchase Order ("EPO") on February 7, 2011, whereby Outland would provide O&M Services at Big Horn for one month. On March 21, 2011 Gamesa amended the EPO (the "Amended EPO"), extending its term to a total of 11 months beginning retroactively on February 11, 2011 and expiring on January 10, 2012. Outland made several requests for Gamesa to issue an SOW with a two-year term, though Gamesa never did.
On May 12, 2011 Gamesa sent a letter to Outland declaring Outland in default under the safety provisions of the MSA after the United States Occupational Health and Safety Administration ("OSHA") issued six citations to Outland concerning Outland's safety procedures at a different wind farm. On July 21, 2011, Gamesa sent two additional letters to Outland declaring Outland in default under the confidentiality and non-compete provisions of the MSA. On January 18, 2012, Gamesa notified Outland that it was terminating Outland's services at Big Horn.
In response, Outland filed the present motion for a preliminary injunction to prevent Gamesa from removing Outland from Big Horn. On February 7, 2012 the Court granted a temporary restraining order prohibiting Gamesa from removing Outland from Big Horn, and on March 6, 2012 the Court conducted an evidentiary hearing to collect evidence on Outland's motion for a preliminary injunction.
"'A preliminary injunction is an extraordinary and drastic remedy, one that should not be granted unless the movant, by a clear showing, carries the burden of persuasion.'" Goodman v. Ill. Dep't of Fin. & Prof'l Regulation, 430 F.3d 432, 437 (7th Cir. 2005) (quoting Mazurek v. Armstrong, 520 U.S. 968, 972 (1997) (emphasis in original). To succeed on a motion for a preliminary injunction, a party must show: (1) a reasonable likelihood of success on the merits; (2) irreparable harm that outweighs any harm the nonmoving party would suffer by granting the injunction; (3) the lack of an adequate remedy at law; and (4) the absence of harm to the public interest. ...