Sussman Sales Company, Inc. v. VWR International, LLC

Background

Sussman Sales Company, Inc. entered into an agreement with VWR International, LLC to serve as VWR’s sales representative for interactive flat-screen devices called “Triumph Boards.” Sussman Sales later alleged that VWR had engaged in price fixing, bid rigging, and bid coordination. Sussman Sales terminated the agreement and brought claims for breach of contract, breach of warranty, breach of the duty of good faith and fair dealing, and fraud.

In an earlier order, the court dismissed several claims and the demand for punitive damages with prejudice, while allowing limited portions of other claims to continue. The court later denied Sussman Sales’s request to reconsider that ruling and denied permission to add the punitive-damages request and a fraudulent-inducement claim.

After the case was reassigned, the court permitted Sussman Sales to file an amended complaint solely to add citizenship allegations concerning the parties and the members of VWR’s limited liability company. Sussman Sales filed a Second Amended Complaint that added the previously rejected punitive-damages request and fraudulent-inducement Claim Nine. Sussman Sales later sought permission to make those additions, and VWR moved to strike them and sought sanctions.

Motion to Strike and Partial Dismissal

The court granted in part and denied in part VWR’s motion to strike or, alternatively, partially dismiss the Second Amended Complaint. It held that the punitive-damages request in Claim One and all of Claim Nine exceeded the limited permission to amend. The court therefore struck those matters from the Second Amended Complaint.

The court explained that Sussman Sales had been permitted to add only jurisdictional allegations, not to expand its damages request or add a new claim. The court also noted that it had previously denied permission to add the same matters. The court stated that the operative pleading remained the Second Amended Complaint, subject to the claims dismissed in this order and earlier orders.

The surviving matters were Claim One; the portions of Claim Five concerning alleged breaches involving notification of purchases and payment of commissions; Claim Eight; and requests for compensatory damages and lost profits.

Request for Permission to Amend

The court denied Sussman Sales’s later request for permission to amend. Because the court had previously denied permission to add the same matters, it treated the request as a motion for reconsideration—a request asking the court to revisit an earlier ruling.

The court found the request untimely because it was filed nearly two years after the challenged order and violated the rule allowing only one reconsideration motion. The court also found no basis to revisit its earlier decision. It concluded that the punitive-damages request had previously been denied because the amendment was made in bad faith, and that Claim Nine would be futile because it duplicated the breach-of-warranty claim.

Rule 11 Sanctions

The court granted VWR’s motion for sanctions under Federal Rule of Civil Procedure 11 to the extent stated in the order. Rule 11 requires attorneys to make reasonable inquiries and to ensure that legal claims and filings are supported by existing law or a nonfrivolous argument for changing the law.

The court held that Sussman Sales’s counsel violated Rule 11(b)(2) by reasserting claims that had already been rejected as made in bad faith or futile. The court did not find that Sussman Sales itself had actual knowledge that the filings constituted wrongful conduct, and it did not impose sanctions personally on Sussman Sales.

The court declined to dismiss the entire case because the merits of the remaining claims had not been argued. Instead, it ordered Sussman Sales’s counsel to pay VWR’s reasonable attorney’s fees and costs incurred in litigating the sanctions motion and responding to the Second Amended Complaint and the motion to amend. The amount was not set in the order. VWR was directed to submit a fee application with detailed billing records by April 21, 2025, and any objections were due by May 5, 2025.

Disposition

The motion to strike or partially dismiss was granted in part and denied in part. Sussman Sales’s motion for leave to amend was denied. VWR’s motion for Rule 11 sanctions was granted to the extent that counsel was ordered to pay the reasonable fees and costs described above. The parties were also directed to submit a proposed case-management plan within one week of the order.