Federal Corp. v. Future Tire Co. Ltd.

MEMORANDUM AND ORDER INTRODUCTION Plaintiff Federal Corporation brings this contract action to recover $1,031,845.60 as payment on twenty-six invoices for tires supplied to Defendant Future Tire Company, Ltd. Presently before the Court is Plaintiff’s motion for summary judgment pursuant to Federal Rule of Civil Procedure 56. For the reasons set forth below, Plaintiff’s motion is GRANTED. BACKGROUND The following facts, taken from the parties’ Local Rule 56.1 statements, are undisputed unless otherwise noted. (Pl.’s Statement of Material Facts [DE 25-15] (“Pl. 56.1″); Def.’s Statement of Material Disputed Facts [DE 25-22] (“Def. 56.1″)).¹ Plaintiff Federal Corporation (“Plaintiff”), a Taiwanese corporation, is a tire supplier and Defendant Future Tire Company, Ltd. (“Defendant”), a New York corporation, is a tire distributor operating across the Northeastern United States. (Pl. 56.1 1; Pl.’s Letter dated Sept. 28, 2020 [DE 24]). The parties agree that, by 2017,² they were in a “contractual relationship” pursuant to which Plaintiff would deliver 20,000 tires every month to Defendant. (Pl. 56.1 2; Answer 51 [DE 11]). Upon Defendant’s acceptance, Plaintiff would transmit an invoice to Defendant, which an authorized representative of each party would then sign. (Pl. 56.1

4-6; see Ex. A [DE 25-3 to -4] to Declaration of Joseph Kao (“Kao Decl.”) [DE 25-2]). The contract was never formalized in writing, save for certain terms referenced in emails and text messages between the parties. (See Ex. I [DE 25-12] to Declaration of Kevin P. Mulry [DE 25-1] (“Mulry Decl.”)). The parties debate whether their correspondence accurately and fully reflects the terms of their agreement. Defendant understood the contract to make it “the exclusive distributor of tires produced by Plaintiff” in New York, New Jersey, Connecticut, Pennsylvania and Massachusetts. (Answer 51). Defendant traces its understanding to the emails and text messages, (Ex. I to Mulry Decl.), “customs and usage of the trade,” (Def. Mem. in Opp. at 3 [DE 21] (“Def. Opp.”)), and the parties’ “long standing and consistent” relations, (id. at 4). Plaintiff contends their arrangement never included an exclusivity provision. (Pl. 56.1 15). According to Joseph Kao, the Operations Director of Plaintiff’s wholly owned subsidiary, “if Plaintiff does provide exclusivity to a distributor it only does so through a written exclusive distributorship agreement.” (Id. 16; Kao Decl.