United States District Court, N.D. Illinois, Eastern Division
OWENS TROPHIES, INC. f/k/a R.S. OWENS AND COMPANY, INC., Plaintiff,
BLUESTONE DESIGNS & CREATIONS, Defendant.
MEMORANDUM OPINION AND ORDER
W. GETTLEMAN UNITED STATES DISTRICT JUDGE.
Owens Trophies, Inc. filed a one-count fourth amended
complaint against defendant Bluestone Designs & Creations
alleging breach of contract. Defendant answered the complaint
and filed a counterclaim seeking declaratory relief.
Plaintiff filed a motion for summary judgment as to
defendant's counterclaim, after which defendant filed a
motion to voluntarily dismiss its counterclaim, which this
court granted. Defendant then filed the instant motion
seeking summary judgment pursuant to Fed.R.Civ.P. 56.
Plaintiff filed a motion to strike portions of
defendant's Local Rule 56.1 statement for violating
Fed.R.Civ.P. 56 and L.R. 56.1. For the reasons discussed
below, defendant's motion is granted and plaintiff's
motion is denied.
is a design firm that began working with defendant, a
manufacturer of trophies and awards, to produce various items
beginning in 2004. In January 2007, plaintiff presented, and
both parties signed, a Manufacturing and Supply Agreement
(“the Contract”). The first recital of the
Contract states that it “ shall be made effective as of
January 1, 2005.” The term provision in the Contract,
however, states that it “shall be effective for a
period of five years from April 1, 2006 until April 1,
2011.” Additionally, the Contract contained a clause
that prohibited defendant from providing “to anyone ...
other than [plaintiff], any Work which [plaintiff] has
provided to [defendant] . . . .” This prohibition was
to remain in place for two years after the termination or
expiration of the Contract. One of the items defendant
manufactured for plaintiff, the Emmy Award statue (“the
Emmy Award”), is the subject of this lawsuit. Plaintiff
had a “longstanding” arrangement to produce the
Emmy Award for both the National Academy of Television Arts
and Sciences and the Academy of Television Arts and Sciences
(“the Academy”). Defendant, along with its
factory partner in China, began producing the Emmy Award for
plaintiff, who then sold it to the Academy, in 2005. In 2010,
the Academy notified plaintiff that a competitor had quoted
the Academy a price well below plaintiff's price for
producing the Emmy Award. Plaintiff matched the
competitor's price and increased donations to the
Academy, but the Academy subsequently advised plaintiff that
some of its chapters would be acquiring the Emmy Award
through another source. Plaintiff learned that the
aforementioned competitor was this alternate source, and that
defendant was producing the Emmy Award for this competitor.
After learning this, plaintiff and defendant continued their
relationship for approximately four years, at which point
plaintiff filed the instant complaint alleging breach of
contract against defendant.
movant is entitled to summary judgment pursuant to
Fed.R.Civ.P. 56 when the moving papers and affidavits show
that there is no genuine issue of material fact and the
movant is entitled to judgment as a matter of law.
Fed.R.Civ.P. 56(a); Celotex Corp. v. Catrett, 477
U.S. 317, 322 (1986). Once a moving party has met its burden,
the nonmoving party must go beyond the pleadings and set
forth specific facts showing there is a genuine issue for
trial. See Fed.R.Civ.P. 56(c); Becker v.
Tenenbaum-Hill Assoc., Inc., 914 F.2d 107, 110 (7th Cir.
1990). The court considers the record as a whole and draws
all reasonable inferences in the light most favorable to the
party opposing the motion. See Green v. Carlson, 826
F.2d 647, 651 (7th Cir. 1987).
genuine issue of material fact exists when “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). The
nonmoving party must, however, “do more than simply
show that there is some metaphysical doubt as to the material
facts.” Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 586 (1986). “The mere
existence of a scintilla of evidence in support of the
[nonmoving party's] position will be insufficient; there
must be evidence on which the jury could reasonably find for
the [nonmoving party].” Anderson, 477 U.S. at
argues that it is entitled to summary judgment for three
reasons: (1) the Emmy Award was not within the scope of the
Contract because it did not qualify as a “Work”;
(2) assuming the Contract did apply to the Emmy Award,
plaintiff is barred from recovery because it did not exercise
either of the two breach of contract remedies provided for in
the Contract; and (3) defendant was excused from performance
because plaintiff materially breached the Contract first by
refusing to accept a shipment of 500 Emmy Awards and by
failing to live up to its payment obligations. The court need
address only the first argument.
to defendant, it was not contractually obligated to sell the
Emmy Award exclusively to plaintiff because it did not
qualify as a “Work” under the Contract. The term
“Work” is, unfortunately, not defined in the
Contract. Consequently, defendant's argument that the
Emmy Award was not a “Work” is premised on
provisions in the Contract that spell out the process through
which an item could become a “Work.” The Contract
contained the following provisions:
(1) [Plaintiff] shall inquire with [defendant] as to its
capability to manufacture, in accordance with all standards
and conditions identified herein and any others that may be
agreed hereinafter, [plaintiff]'s total requirements of a
designated Work in the Territory during the term . . . .
[Plaintiff] shall provide [defendant] with all materials and
information that [plaintiff] believes are reasonable and
necessary to evaluate [defendant]'s capability to
manufacture and supply the designated Work in Accordance with
(2) Within a reasonable period of time but no later than
forty-five days thereafter, [defendant] shall provide
[plaintiff] with a fully compliant prototype of the
(3) In furtherance of [plaintiff]'s evaluation,
[defendant] shall provide [plaintiff] with any additional
information which [plaintiff], in its sole discretion, deems
necessary to evaluate [defendant]'s capabilities with
respect the Work [sic] under ...