Kaiser Aluminum Warrick, LLC v. US Magnesium LLC

Document and posture

The provided text is a June 6, 2022 letter from Martin S. Krezalek of Blank Rome, counsel for US Magnesium, to Judge John G. Koeltl. The letter requests a pre-motion conference under the court’s individual practices and states that US Magnesium intends to move to strike portions of Kaiser’s April 14, 2022 complaint and, alternatively, to dismiss it. The materials do not include a court opinion or order deciding those proposed motions.

US Magnesium’s stated background

According to US Magnesium’s letter, it had supplied magnesium to Kaiser and Kaiser’s predecessors for many years. The letter says the parties entered a Magnesium Supply Agreement dated October 9, 2020, under which US Magnesium agreed to supply specified quantities for two years. US Magnesium stated that unexpected damage to critical production equipment during the COVID-19 pandemic, combined with delays in obtaining labor services and replacement parts, impaired its production. It said that on September 29, 2021, it declared force majeure, or commercial impracticability, under its customer agreements.

US Magnesium disputed Kaiser’s characterization of the dispute and said Kaiser’s claimed harm consisted of the inconvenience and expense of obtaining replacement, or “cover,” magnesium. It also alleged that Kaiser had referred to a pending International Trade Commission tariff review and had included excerpts from an unrelated 2019 proceeding in the complaint for improper purposes. These are US Magnesium’s assertions in the letter, not findings by the court.

Proposed motion to strike

US Magnesium said it would seek to strike references to the International Trade Commission proceedings under Federal Rule of Civil Procedure 12(f). That rule allows a court to remove from a pleading material that is redundant, immaterial, impertinent, or scandalous. US Magnesium argued that the references were unrelated to the alleged contract breach and were included to threaten, intimidate, or harass it.

Proposed motion to dismiss

US Magnesium alternatively proposed dismissal for failure to state a claim, meaning it argued that the complaint did not adequately plead a legally actionable claim.

For Count I, identified in the letter as “Breach of Contract—Safety Stock,” US Magnesium argued that Kaiser was not entitled to a 60-day safety-stock supply in addition to its proportional allocation of available magnesium after a force-majeure declaration. The letter relied on New York Uniform Commercial Code section 2-615 and section 20(d) of the supply agreement, which US Magnesium said limited Kaiser to a proportional share of the available product.

For Count II, identified as “Improper Force Majeure Declaration,” US Magnesium argued that Kaiser’s claim that the force-majeure event resulted from inadequate equipment maintenance was deficient. It asserted that documents attached to the complaint contradicted or failed to support Kaiser’s allegations and that an anonymous internet comment attributed to a purported former employee did not make the claim plausible. The letter cited appellate authority for the proposition that a court need not accept complaint allegations contradicted by documents attached to the complaint.

What the materials establish

The materials establish only that US Magnesium announced its intention to seek relief and requested a conference. They do not establish whether the motions were filed, whether Kaiser responded, or whether Judge Koeltl granted, denied, or otherwise decided any request. Accordingly, this summary identifies no court holding or disposition.