OPINION AND ORDER Two manufacturers of train components have filed claims against each other stemming from a 2015 Supply Agreement (“Supply Agreement”) to which they were parties. GE Transportation Parts, LLC (“GET”) sued Central Railway Manufacturing, LLC (“Central”), claiming that Central’s event recorders were not properly recording video data, leading to customer complaints. Central claims that its event recorders worked fine and that GET’s digital recording products were to blame. GET asserts claims for breach of contract and indemnification, while Central counterclaims for breach of contract. The parties have filed cross-motions for summary judgment: GET moves for summary judgment on Central’s sole remaining counterclaim and on certain of Central’s affirmative defenses. Central asks the Court for a declaratory judgment that it may sell its event recorders in the marketplace under the terms of the Supply Agreement, and also moves for summary judgment on GET’s breach of contract and indemnification claims. For the reasons that follow, GET’s motion is granted and Central’s motion is denied. I. Background The following facts are undisputed except where otherwise noted. GET and Central entered into the Supply Agreement on November 16, 2015. (Dkt. No. 118 1.) Under the terms of the Supply Agreement, which is governed by New York law, Central agreed to provide GET with “GEERs” (General Electric Event Recorders). (Id.
2-3.) GET contends that GEERs are a type of digital product that, when bundled with GET’s digital recording product, “LocoVISION,” provides a railroad monitoring system with comprehensive data and video recording capability. (Id. 5.) Central disagrees, claiming that LocoVISION proved incapable of providing reliable or stable video recording and was rejected by customers, including by the U.S. Customer. (Dkt. No. 143 5.) GET purchased GEERs from Central to resell to GET’s railroad customers, including two Class I railroad customers located in the United States (i.e., the U.S. Customer and the KC Customer) and one in Canada. (Dkt. No. 118 4.) On October 6, 2017, Central notified GET that Central would be discontinuing production of the GEERs effective January 6, 2018 (“Notice of Discontinuance”). (Id. 7.) The Notice of Discontinuance did not have the effect of terminating the Supply Agreement, which is currently scheduled to expire on November 16, 2024. (Id.
