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Rensselaer Polytechnic Institute v. Varian

June 26, 2008

RENSSELAER POLYTECHNIC INSTITUTE, PLAINTIFF,
v.
VARIAN, INC., DEFENDANT.



The opinion of the court was delivered by: Gary L. Sharpe U.S. District Judge

MEMORANDUM-DECISION AND ORDER

I. Introduction

Plaintiff Rensselaer Polytechnic Institute ("RPI") has moved for reconsideration of the court's October 18, 2007 oral decision dismissing its complaint. The motion for reconsideration is granted; however, for the reasons that follow, the court grants summary judgment in favor of Varian to the extent it seeks dismissal of RPI's case.

II. Facts and Procedural History

The relevant facts are recited in the court's October 18, 2007 oral decision and order, (see Dkt. No. 54), and will not be repeated in detail here. In summary, RPI and Varian entered into a purchase order agreement whereby Varian agreed to provide RPI a nuclear magnetic resonance ("NMR") system with a passive VectorShield for $2,250,000. The NMR was to be the center piece of a new biotechnology building RPI was constructing. Pursuant to the terms of this order RPI paid Varian $900,000 dollars up front. Subsequently, RPI cancelled the order and requested the return of its $900,000 dollar payment. Varian returned all but $367,000 of such payment to RPI, the unreturned portion representing expenses Varian alleges it was unable to mitigate after RPI's cancellation.

RPI then filed suit asserting that: 1) Varian was "indebted to [RPI] for money 'had and received' in the amount of $900,000 with interest;" 2) RPI properly cancelled the purchase order under its terms; 3) RPI properly rejected the NMR system and rescinded the purchase order under U.C.C. § 2-711 because Varian misrepresented the appearance of the NMR system; 4) RPI properly rejected the NMR system and rescinded the purchase order under U.C.C. § 2-711 because Varian failed to establish to the reasonable satisfaction of RPI that the NMR system would fit within the allotted space; and 5) "Varian breached its implied warranty of fitness for a particular purpose when it attempted to supply an instrument that would not properly fit in the space [RPI] had allotted for it." (See Compl.; Dkt. No. 1.)

Both parties moved for summary judgment. (See Dkt. Nos. 31, 32.) Varian argued that RPI had no right to cancel the purchase order, and RPI's doing so constituted a breach of contract entitling Varian to $367,000 in damages under its counter claim. It was further contended that RPI had no claim to relief under the UCC, and that RPI's claim for money "had and received" was barred by the existence of a contract between the parties. For its part, RPI sought an order from the court holding that the purchase order's terms allowed RPI to terminate the contract and precluded Varian from seeking damages against RPI, and that Varian had suffered no damages in any event.

In addressing the motions, the court found that the purchase order constituted a contract between the parties, that RPI breached the contract by canceling it in violation of its terms, and that Varian was therefore not required to reimburse the $367,000 dollars in direct damages it incurred as a result of RPI's breach. (Dkt. No. 54.) The court then denied RPI's motion for summary judgment, dismissed its complaint in its entirety, and denied Varian's motion for summary judgment as moot. (Dkt. No. 54.) RPI subsequently filed this motion for reconsideration. (Dkt. No. 55.)

III. Standard of Review - Motion for Reconsideration

The standard for granting a motion for reconsideration is strict. Motions for reconsideration "will generally be denied unless the moving party can point to controlling decisions or data that the court overlooked--matters, in other words, that might reasonably be expected to alter the conclusion reached by the court." Shrader v. CSX Transp., Inc., 70 F.3d 255, 257 (2d Cir. 1995). Courts in the Northern District of New York have recognized three possible grounds upon which a motion for reconsideration may be granted: (1) an intervening change in controlling law, (2) the availability of new evidence not previously available, or (3) the need to correct a clear error of law or prevent manifest injustice. See, e.g., C-TC 9th Ave. P'Ship v. Norton Co. (In re C-TC 9th Ave. P'Ship), 182 B.R. 1, 3 (N.D.N.Y. 1995) (citations omitted).

IV. Discussion

RPI does not appear to object to the court's prior findings that there was a contract between the parties which RPI breached, or to the corresponding dismissal of its first and second causes of action. Rather, RPI argues that it was clear error for the court to deny both motions for summary judgment and yet dismiss the complaint in its entirety. RPI submits that it has created a triable issue of fact as to whether it rightfully rejected the NMR system and rescinded the contract under U.CC. § 2-711(1), and whether Varian breached its implied warranty of fitness for a particular purpose. Thus, RPI seeks to have the court reinstate its third, fourth and fifth causes of action.

Without objecting to the court's prior findings, it is difficult to see how RPI can establish that it rightfully rescinded the contract under ยง 2-711(1), or prove Varian breached its implied warranty of fitness for a particular purpose. Nevertheless, to the extent the court denied both motions for summary judgment and dismissed plaintiff's complaint, it was in error. As such, the motion for ...


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