United States District Court, D. Maryland
STRUCTURAL GROUP, INC.
FYFE CO., LLC.
Catherine C. Blake United States District Judge
Structural Group, Inc. (“Structural”) filed this
action for declaratory judgment and breach of contract
against Fyfe Co., LLC (“Fyfe”), relating to a
dispute about their respective obligations under a Private
Labeling Agreement (“PLA”). Fyfe brought two
counterclaims against Structural, also asserting declaratory
judgment and breach of contract claims. Now pending before
the court are Structural's motion for summary judgment
(ECF No. 74) and Fyfe's cross-motion for summary
judgment. (ECF No. 77). The motions are fully briefed, and no
oral argument is necessary. See Local R. 105.6. For
the reasons set forth below, Structural's motion will be
denied and Fyfe's cross-motion will be granted.
Structural is a specialty construction, repair, and
maintenance services company that is incorporated and
headquartered in Maryland. Defendant Fyfe manufactures
products used in construction strengthening systems,
including Fiber Reinforced Polymer (“FRP”)
systems, for the repair and restoration of buildings. Fyfe is
incorporated in Delaware and headquartered in San Diego,
and Fyfe entered into a PLA, effective October 1, 2011, under
which Structural agreed to buy FRP products exclusively from
Fyfe to market and sell under its own name, and Fyfe agreed
to sell such products to Structural at prices agreed to in
the contract. Specifically, the PLA provides that
Structural's purchase obligations are to:
[E]xclusively promote, purchase, install the Fyfe [T]yfo®
FRP systems including all system compatible materials only as
defined by the terms of this agreement and . . . not to
compete with Fyfe or purchase from other vendors without
prior written authorization from Fyfe during the terms of
this agreement except where Fyfe Products are specifically
excluded or not approved.
(ECF No. 78, Ex. 4, p. 4). For its part, Fyfe agreed to sell
the products to Structural “at equal or better
properties than outlined in the Product Data Sheets.”
(Id. at p. 2). The term of the PLA is five years,
and two year written notice is required “if Fyfe
intends not to renew the [PLA] at the expiration of the 5
year term.” (Id. at p. 1).
also contains a provision granting Structural a two-year
license (the “License”) to use its patented
method on pipe projects. (Id. at p. 2). Under this
provision, Fyfe is obligated to pay royalties to Structural
in the amount of a percentage of “the final collected
contract value” of such projects. Id. If Fyfe
does not intend to renew the License at the end of the
two-year term, it must provide Structural six months'
March 2013, Fyfe notified Structural that it did not intend
to renew the License, and on October 1, 2013, the License
expired. (ECF No. 78, Ex. 8). In the following months,
Structural sought a new supplier of FRP materials for its
pipe projects, and purchased several million dollars'
worth of FRP products from third party vendors. (ECF No. 78,
Ex. 15; id. Ex. 16, pp. 21-22).
filed its complaint on January 10, 2014, bringing claims
against Fyfe for declaratory relief and breach of contract.
(ECF No. 1). In Structural's view, once Fyfe terminated
the License, it was no longer obligated to purchase pipe
products exclusively from Fyfe. Id. Structural seeks
declaratory relief; in the event that it prevails on its
breach of contract theory, Structural seeks compensatory
damages as well. For its part, Fyfe brings declaratory
judgment and breach of contract counterclaims against
Structural. (ECF No. 38). According to Fyfe, Structural
remains obligated to purchase FRP products exclusively from
it, and Structural breached the contract by purchasing FRP
products elsewhere. Id. Fyfe seeks declaratory
relief and damages for lost profits. Before discovery, Fyfe
filed a motion to dismiss, or in the alternative, to transfer
for improper venue; Structural filed a motion for summary
judgment. This court denied both motions. (ECF No. 34). Now,
after discovery, Structural has renewed its motion for
summary judgment (ECF No. 74), and Fyfe has filed a
cross-motion for summary judgment. (ECF No. 77).
Rule of Civil Procedure 56(a) provides that summary judgment
should be granted “if the movant shows that there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a). Not just any factual dispute will defeat a motion for
summary judgment. A dispute is genuine if “a reasonable
jury could return a verdict for the nonmoving party.”
Dulaney v. Packaging Corp. of Am., 673 F.3d 323, 330
(4th Cir. 2012). A fact is material if it “might affect
the outcome of the suit under the governing law.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986). Thus, “the mere existence of some
alleged factual dispute between the parties will not defeat
an otherwise properly supported motion for summary judgment;
the requirement is that there be no genuine issue of
material fact.” Id. at 247-48
(emphasis in original).
court must view the evidence in the light most favorable to
the nonmoving party, Tolan v. Cotton, 134 S.Ct.
1861, 1866 (2014) (per curiam), and draw all reasonable
inferences in that party's favor. Scott v.
Harris, 550 U.S. 372, 378 (2007) (citations omitted). At
the same time, the court must “prevent factually
unsupported claims and defenses from proceeding to
trial.” Bouchat v. ...