Gage Products Co. v. Henkel Corporation

Plaintiff Gage Products Company, a chemical supplier to DaimlerChrysler Corporations Jefferson North Assembly Plant, appeals the September 8, 2003 order of the district court granting summary judgment in favor of Defendant Henkel Corporationand the September 23, 2003 order denying Gages motion for reconsideration. On May 29, 2001, Henkel became the sole Tier I supplier of chemical products to the plant pursuant to Chryslers Total Chemical Management Program ("TCM Program"). As a consequence, Gage, which previously had been one of several Tier I suppliers to the plant, became a Tier II supplier and began selling its chemical products directly to Henkel instead of Chrysler. Henkel insisted on paying Gage the prices Gage had been charging Chrysler for chemical products prior to May 29, 2001 ("the current prices"). Gage insisted that it would sell its products to Henkel only if Henkel paid the prices Gage had proposed to Chrysler in November 2000, but that Chrysler had not yet approved ("the higher prices"). Despite the parties apparent disagreement over price, Henkel ordered, and Gage shipped, chemical products in response to those orders. The district court held that Gage did not create a genuine issue of material fact as to whether Henkel breached a contract to pay Gage the higher prices for its chemical products, which Chrysler eventually approved in August 2001. The district court also held that there was no genuine issue of material fact as to whether Henkels promise to honor Gages higher prices upon Chryslers approval amounted to fraud. For the reasons that follow, we AFFIRM, in part, and REVERSE, in part, the judgment of the district court.