United States District Court, E.D. New York
G.L.M. SECURITY & SOUNDS INC., Plaintiff,
LOJACK CORP., Defendant.
MEMORANDUM & ORDER
PAMELA K. CHEN, District Judge.
Plaintiff GLM Security & Sound, Inc. ("GLM") brings this action against Defendant LoJack Corp. ("LoJack") in a case arising out of a dispute over an agreement to distribute car security systems. Specifically, the parties dispute whether there was an oral modification to the agreement regarding the price GLM was to pay for the car security systems it purchased from LoJack. GLM contends that in discussions subsequent to the execution of the agreement, which was fully integrated and permitted amendment only via written instrument, LoJack nevertheless orally promised GLM that it would receive the "best price" at which LoJack offered its devices to dealers, and that LoJack breached this "best price" agreement. LoJack denies that it ever made such a promise, and thus no breach could have occurred. Many of the issues and facts presented are in dispute, but LoJack's motion for summary judgment ultimately turns on one dispositive question: could a reasonable jury find the evidence sufficient to overcome the presumption that the completely integrated written agreement, rather than the alleged subsequent oral modification, should govern the conduct of the parties?
Because the Court resolves this question in the negative, it grants summary judgment in favor of LoJack on GLM's breach of contract claim. Further, because the remainder of GLM's claims are derivative of the alleged best price promise, they are likewise dismissed.
LoJack counterclaims that it is owed compensation for unpaid products and services it provided to GLM, and that GLM contrived the complaint in the instant litigation to gain leverage in negotiations over that debt. Having found no breach by LoJack, and it being undisputed that GLM failed to pay for a substantial portion of the products it received from LoJack, LoJack's motion for summary judgment on its breach of contract counterclaim is granted. The remainder of LoJack's motion for summary judgment on its counterclaims are denied.
LoJack's motion to strike is denied as moot. GLM's motion to amend is denied because the motion is unduly belated and would be futile in any event.
I. Relevant Facts
The Court includes only those facts necessary to resolve this motion. The following are either undisputed or presented in the light most favorable to GLM.
A. The Actors
GLM is a New York corporation that sells wholesale automobile electronics, including car security systems, to automobile dealerships in New York City and Long Island. (Def. 56. 1 ¶¶ 1-2.) At all times relevant to this litigation, Gary Tabackman ("Tabackman") was GLM's president. ( Id. ¶ 3.)
Defendant LoJack is a corporation that manufactures, distributes, and sells car security systems in the auto industry. ( Id. ¶ 7.) LoJack's principal product, and the one at issue in the instant litigation, is the Stolen Vehicle Recovery Unit ("SVRU" or "Unit"). ( Id. ¶ 8.)
George Wafer ("Wafer"), a non-party to this litigation, was the owner of a company named Vehicle Manufacturer Services ("VMS"). ( Id. ¶ 10.) Wafer/VMS had a preexisting business relationship with LoJack. ( Id. )
B. The Distribution and Installation Agreement - Executed September 15, 2002
GLM and LoJack's relationship began in June 2002 when Wafer approached GLM to discuss the possibility of GLM becoming a distributor of LoJack products. ( Id. ¶ 9.) Over the next few months, GLM had discussions with LoJack regarding a potential deal. ( Id. ¶ 14.) Tabackman handled the negotiations on behalf of GLM ( Id. ¶ 16); Joe Abely, then-President, and Anthony DelGuercio, a regional manager, among others, were involved on behalf of LoJack. ( Id. ¶ 14; Dkt. 63-2 ("Pl. 56. 1") ¶¶ 18, 185.) During the negotiations, Abely told Tabackman that the initial $200 per unit price that GLM would pay for the Units was the best price currently offered by LoJack to any of its distributors. ( Id. ¶¶ 16-18.) Wafer and VMS provided the draft agreement to GLM and LoJack, and acted as intermediary for the exchange of the parties' revisions to the draft. ( Id. ¶ 15.) On September 15, 2012, LoJack and GLM entered into the LoJack Distributorship and Installation Agreement (the "Distribution Agreement"). ( Id. ¶ 19.)
Relevant to this litigation, the Distribution Agreement provided as follows:
1) GLM would "purchase LoJack Stolen Vehicle Recovery Units ("SVRUs") from LoJack and resell and install such SVRUs." (Dkt. 60-3, Att. 4 ("Agr.") p. 2);
2) the initial price of the SVRUs would be fixed at $200 each ( Id. ¶ 6.1);
3) GLM would pay LoJack half of the price of the SVRUs within 30 days of invoice and the balance within 60 days ( Id. );
4) LoJack could terminate the Distribution Agreement with immediate effect if GLM breached any provision of the Distribution Agreement ( Id. ¶ 12.2);
5) either party could terminate the Distribution Agreement for no cause upon two weeks' written notice ( Id. ¶ 12.3); and
6) in the event that either party terminated the Distribution Agreement without cause, LoJack would credit GLM the price paid for any uninstalled SVRUs and would pay a fee of $50 for any unit sold by LoJack within 180 days of the termination of the agreement to a dealer in GLM's market who became a LoJack customer as a result of GLM's efforts ( Id. ¶ 12.5).
The Distribution Agreement also included the following critical provisions. Section 15 of the Agreement, entitled "Waiver, " provided:
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance or obligation of this Agreement, or the waiver of either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
( Id. ¶ 15 (emphasis added).)
Section 17 of the Distribution Agreement set forth the integration clause:
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral, with respect to the services to be provided by the Distributor [ i.e., GLM] and all matters related thereto."
( Id. ¶ 17 (emphasis added).)
With respect to any future changes to the Distribution Agreement, Section 18 provided:
This Agreement may be amended or modified only by written instrument signed by the Distributor and by a duly ...