Opinion
C.A. No. 99C-07-260-WTQ.
Date Submitted: February 4, 2000.
Date Decided: February 24, 2000.
Letter Opinion and Order on: 1) General Motors Corporation's Motion to Reargue a Portion of the Court's January 28, 2000 Letter Opinion — MOTION DENIED; 2) GM'S Motion to Reargue as to Paragraphs 178 and 179 of the Claims in (Count X, Treated as a Subsequent Motion to Dismiss — MOTION GRANTED .
Neal J. Levitsky, Esquire Agostini Levitsky Isaacs Kulesza 824 N. Market Street P.O. Box 2323 Wilmington, DE 19899
Frederick L. Cottrell, III, Esquire Jeffrey L. Moyer, Esquire Richards, Layton Finger One Rodney Square P.O. Box 551 Wilmington, DE 19899
Gerard W. Ittig, Esquire William H. Moore, Esquire Ittig Ittig, P.C. 1901 18th Street. N.W. Washington, D.C. 20009
David J. Zott, Esquire Andrew B. Bloomer, Esquire Michael E. Berg, Esquire Kirland Ellis 200 East Randolph Dr. Chicago, IL 60601
Dear Counsel:
This is the Court's Letter Opinion and Order on Defendant General Motors Corporation's ("GM") Motion for Reargument on a portion of this Court's Opinion of January 28, 2000, relating to claims in Counts VIII, IX, X and XI. GM has also made a Motion to Reargue the Court's decision as to paragraphs 178 and 179 of Count X. For the reasons stated herein, the Motion for Reargument is DENIED as to Counts VIII, IX, X and XI. The Motion to Reargue as to paragraphs 178 and 179 of Count X will be treated as a subsequent Motion to Dismiss, and that Motion is GRANTED.
STANDARD OF REVIEW
"A motion for reargument is the proper device for seeking reconsideration by the Trial Court of its findings of fact, conclusions of law, or judgment. . . . The manifest purpose of all Rule 59 motions is to afford the Trial Court an opportunity to correct errors prior to appeal. . . ." Hessler, Inc. v. Farrell, Del. Supr., 260 A.2d 701, 702 (1969). See also Bochnowski v. Sheth, Del. Super., 92C-05-023, Graves, J. (June 22, 1994). A Motion for Reargument is not a device for raising new arguments or stringing out the length of time for making an argument. Murphy v. State Farm Ins. Co., Del. Super., C.A. No. 96C-02-243, Quillen, J. (July 24, 1997). It will be denied unless the Court has overlooked a controlling precedent or legal principles, or unless the Court has misapprehended the law or facts such as would affect the outcome of the decision. Interim Health Care v. Fournier, Del. Ch., C.A. No. 13003, Jacobs, V.C. (Mar. 25, 1994), Mem. Op. at 2.
DECISION
In the January 28, 2000 Opinion in this case, this Court held that the Argentina, Poland, and Thailand contracts, which were the subject of the claims in Counts VIII, IX, X and XI, contained forum selection clauses. Eisenmann Corp. and Eisenmann Maschienenbau KG v. General Motors Corp., Del. Super., C.A. No 99C-07-260, Quillen, J. (Jan. 18, 2000), Let. Op. at 13-14. But, this Court also held that the language employed in the Poland, Thailand, and Argentinean purchase orders were insufficient to create a fully integrated agreement as a matter of law. Id. at 13, n. 6. This Court went on to opine:
In this case, as to the Poland, Thailand, and Argentina contracts, the Court is inclined not to follow the mandate of the forum selection provisions because the forum selection provisions relate to each individual contract. If the claim involved deals with the alleged breach of the "bundling" agreement, that action is separate and distinct from each of the individual contracts. . . . [S]pecial circumstances exist in this situation in that the contractual forum selection provisions do not relate to the alleged "bundling" of the claims. The parties to these contracts never made an agreement to refer their "bundling" disputes to a particular forum.Id. at 14-15.
GM now argues before this Court that Eisenmann's own submissions show that Eisenmann's claims relating to the "bundling" agreements with GM are not separate and distinct from the individual contracts containing forum selection clauses. (GM's Mt. for Reargument at 1, Dkt. No. 40). GM argues that the bundling disputes are not only "associated with" or "arising out of" the separate contracts, they are part of those contracts. Id. at 2.
GM states that the document submitted to the Court by Eisenmann in support of its January 24, 2000 Motion to lift the stay of discovery, which was referred to in the January 28 Letter Opinion at footnote 8, is specifically incorporated into the Argentina contract. GM also argues that the purchase orders for Poland and Thailand specifically incorporate a May 8, 1996 letter of intent which incorporates certain offers and meeting minutes. Thus, it is GM's contention that the "bundling" claims were fully integrated into the purchase order contracts. Although GM states that certain of these documents supplied by Eisenmann were incorporated into the purchase orders, it does not change the Court's ultimate conclusion that the forum selection clauses do not refer the bundling disputes to be heard in a particular forum.
The fact that some of the details of the "bundling" agreements were incorporated into purchase orders does not override the fact that Eisenmann has alleged that there is a broader agreement as to several of the contracts being negotiated simultaneously. None of the forum selection clauses expressly mandate a particular forum in which the bundling disputes have to be litigated in. The Court referenced the telefax in Docket Number 33 simply to note that there is evidence that can be interpreted to infer that bundling may have occurred and that the GM subsidiaries were possibly aware of the agreements. Eisenmann's ultimate claim is that there has been a diminution in the amount of payment for services it provided. In this case, there are many different, less than specific purchase orders that make up many different contracts for many different construction projects throughout the world. The contractual paper trail is not at all clear, but there is some evidence from which one could argue that bundling did occur. And, there is evidence in the record that can be interpreted to support GM's theory about the "bundling" as well as evidence that arguably supports Eisenmann's theory. But there is no conclusive evidence provided at this early stage of the proceeding that the parties intended to refer the "bundling" agreements, if such there be, to a particular forum. Therefore, Defendant GM's Motion for Reargument on a portion of this Court's Opinion on January 28, 2000, relating to claims in Counts VIII, IX, X and XI and the applicability of the forum selection clauses is DENIED.
In its Motion, GM also claims that Eisenmann's beach of contract claims in Count X for payment of alleged outstanding sums and lost opportunity costs (¶¶ 178 and 179) are not claims for breach of the alleged "bundling" agreement for price discounts. GM is correct that these particular Counts should be litigated in the Argentina Courts because they are not part of the overarching "bundling" claim, but refer strictly to the Argentina contract claim. See Eisenmann Corp. and Eisenmann Maschienenbau KG v. General Motors Corp., Del. Super., C.A. No 99C-07-260, Quillen, J. (Jan. 18, 2000), Let. Op. at 13. Therefore, the Motion to Dismiss should be GRANTED as to those two paragraphs of the Complaint in Count X.
Eisenmann does not dispute this fact in its reply to the Motion for Reargument.
CONCLUSION
For the foregoing reasons, GM's Motion for Reargument on a portion of this Court's Opinion of January 28, 2000, relating to claims in Counts VIII, IX, X and XI is DENIED. The Motion to Reargue as to paragraphs 178 and 179 of Count X, treated as a subsequent Motion to Dismiss, is GRANTED. IT IS SO ORDERED.Sincerely,
William T. Quillen