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Interchem Corp. USA v. Prompt Praxis Laboratories, LLC

United States District Court, N.D. Illinois, Eastern Division

May 6, 2014

INTERCHEM CORP. USA, Plaintiff,
v.
PROMPT PRAXIS LABORATORIES, LLC, et al., Defendants.

MEMORANDUM OPINION AND ORDER

MARY M. ROWLAND, Magistrate Judge.

On December 16, 2013, after a full day of mediation before the undersigned Magistrate Judge, the parties reached a settlement of their dispute.[1] On February 7, 2014, the parties informed the Court that they had reached an impasse in drafting a written settlement agreement. After additional negotiations were unsuccessful, Plaintiff filed a motion to enforce the settlement on March 28, 2014. Defendants filed their memorandum in opposition on April 15, 2014. The parties have consented to the jurisdiction of the Magistrate Judge as to this Motion. (Dkt. 74). For the reasons stated below, the Motion is granted in part and denied in part.

I. BACKGROUND

In Spring 2011, Prompt Praxis Laboratories, LLC (PPL) agreed to provide laboratory services for Interchem Corporation USA. In Exchange, Interchem provided financial assistance and purchased laboratory equipment (Equipment) to be used by PPL to perform the laboratory services. On July 1, 2011, the parties entered into a written Equipment Rental Agreement for the lease of the Equipment (Equipment Lease). The Equipment Lease obligated PPL to make monthly lease payments beginning in September 2012.

Interchem alleges that PPL failed to make any monthly payments when due under the Equipment Lease and failed to provide the promised laboratory services. The Amended Complaint makes claims against all Defendants for breach of contract and unjust enrichment, and against the individual Defendants for conversion, replevin, and detinue.

On December 16, 2013, after a full day of mediation before the Magistrate Judge, the parties reached a "binding agreement" of their dispute (Tr. 8), which was placed on the record ( id. 1-14). All parties and their counsel were present. ( Id. 1-2, 14). As part of the agreement, the parties agreed that certain laboratory equipment would be returned to Interchem:

The Court: Now the laboratory equipment, some lawyer might want to jump in and describe what that is exactly, and the terms under which it is going to be returned. I know that the Plaintiff is going to pay for the moving of it and pay for the inspection of it prior to the move of it, but I think there [are] probably other[] terms that you guys want to put on the record here.
[Plaintiff's Counsel]: Well, we'll have to perhaps negotiate some formal written agreement. But we'll-my understanding of this is we'll make a payment, and then a few days after we have inspected and removed the equipment, we can work that out. But I-it will be almost contemporaneous. We just need to be sure that the equipment is in good, you know, serviceable condition.
As for the equipment, that [can[2] be identified because I think there are schedules that-of the specific items of equipment that are attached to the equipment lease. So we should be able to incorporate that into our settlement agreements so we know exactly what equipment we're talking about.
The Court: Okay.
[Defendants' Counsel]: And I believe that schedule is already part of the exhibits [to the complaint[3] in this matter.

( Id. 4-5) (emphasis added).

II. DISCUSSION

The parties agree that the settlement agreement set forth on the record on December 16, 2013, is a binding and enforceable agreement. (Mot. 2, 4-6; Resp. 2, 13). The parties' only dispute is whether the terms of the settlement agreement requires PPL to return: (1) all of the software scheduled on the Equipment Lease or excludes the software installed on PPL's server and (2) all of the equipment listed on Exhibit B to the Complaint or excludes two pieces of equipment because this equipment was not subject to the terms of the Equipment Lease. (Mot. 2; Resp. 3-4, 12-13). Specifically, the items in dispute are: (1) the Waters NuGenesis SMDS software; (2) the ...


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