Cambria Company LLC v. Disney Worldwide Services, Inc.

Background

Cambria agreed to supply Disney with quartz slabs under a Quartz Master Agreement dated April 14, 2016. Disney later issued seven purchase orders for quartz slabs and two open purchase orders for A-frames, which are structures used to transport quartz slabs. Cambria claimed that Disney still owed approximately $500,000 for product invoices, freight, and A-frame costs. The parties agreed that factual disputes about unpaid slab invoices remained and did not ask the court to resolve those disputes on summary judgment.

The master agreement stated prices that included freight and provided that those prices would govern unless the parties agreed otherwise in writing. It also contained an integration clause, meaning that the written agreement and incorporated purchase orders superseded earlier or contemporaneous communications and agreements. The agreement incorporated future purchase orders as well.

Cambria and Disney later discussed a possible truckload discount under which Disney would bear freight costs. Some purchase orders separately listed freight charges, but most did not. The parties also used two open purchase orders for A-frames and Disney asked Cambria to bill those costs separately.

Cambria asserted claims for breach of contract, unjust enrichment, accounts stated, and promissory estoppel. Disney asserted counterclaims for breach of contract and an accounting. The pending motions addressed freight and A-frame liability, Cambria’s unjust-enrichment claim, Disney’s counterclaims, and the admissibility of accounting experts Meghan D. Porter and Shannon Shindelar.

Summary Judgment Rulings

The court held that the individual purchase orders were the parties’ final agreements. Because most purchase orders did not include additional freight charges, the court ruled as a matter of law that Disney was not responsible for freight costs beyond the final prices stated in those purchase orders. The court therefore granted Disney summary judgment on Cambria’s breach-of-contract claim concerning freight-cost liability and denied Cambria summary judgment on that issue.

The court reached the opposite result for A-frame liability. Disney executed two open purchase orders for A-frames and requested separate billing for those costs. The court ruled that Disney was liable for A-frame costs governed by those purchase orders. However, the parties disputed how many A-frames fell within the purchase orders, so the amount owed remained for later resolution. The court denied Disney summary judgment on Cambria’s A-frame-liability claim and granted Cambria summary judgment on that issue.

The court granted Disney summary judgment on Cambria’s unjust-enrichment claim. It reasoned that the parties’ agreement provided Cambria with an adequate legal remedy through its breach-of-contract claim, and that Cambria could not use unjust enrichment to obtain payment for terms it did not include in the final purchase orders.

The court granted Cambria summary judgment on Disney’s counterclaim to the extent it concerned quality issues, A-frame credits, deposit refunds, and the amount of the September 2017 rebate. The court found that Disney had abandoned the first three issues. As to the September 2017 rebate, Disney had not shown a disputed factual issue concerning the amount after confirming the calculation method when the rebate was issued.

The court denied Cambria summary judgment on Disney’s counterclaim concerning products not received and additional rebate accounting. The court found a factual dispute about whether Disney had earned additional rebates because Cambria did not provide the required annual receivables reports and did not track purchases by Disney’s worldwide affiliates. The court also left unresolved Disney’s claim concerning products not received. The court granted Cambria summary judgment on Disney’s separate demand for an accounting because the requested information could be obtained through ordinary discovery and the accounting claim was encompassed by the breach-of-contract counterclaim.

Expert-Testimony Rulings

Under Federal Rule of Evidence 702, expert testimony is admissible when the expert is qualified, the testimony will help the fact-finder, and the opinions are based on sufficient facts and reliable methods properly applied to the case. The court found that portions of Porter’s and Shindelar’s accounting opinions concerning freight costs were no longer relevant because Disney was not liable for additional freight costs. It therefore excluded opinions about freight costs.

The court did not exclude opinions concerning A-frame and slab costs. Although it stated that experts might not be necessary to present that information, it did not question Porter’s or Shindelar’s qualifications or methods and found that their opinions could help the fact-finder. Accordingly, the court granted in part and denied in part Cambria’s motion to exclude Porter’s testimony, and granted in part and denied in part Disney’s motion to exclude Shindelar’s testimony. For both motions, freight-cost opinions were excluded, while A-frame- and slab-cost opinions were not excluded.

Disposition

The court ordered that Disney’s Motion for Summary Judgment was granted in part and denied in part. It granted Disney summary judgment on Cambria’s breach-of-contract claim for freight-cost liability and on Cambria’s unjust-enrichment claim, but denied Disney summary judgment on Cambria’s A-frame-cost liability claim.

The court ordered that Cambria’s Motion for Partial Summary Judgment was granted in part and denied in part. It denied Cambria summary judgment on freight-cost liability; granted Cambria summary judgment on A-frame-cost liability; granted Cambria summary judgment on Disney’s claims concerning quality issues, A-frame credits, deposit refunds, the September 2017 rebate amount, and an accounting; and denied Cambria summary judgment on Disney’s claims concerning products not received and rebate accounting.