Westcon Group, Inc. v. CCC Technologies, Inc.

Background

Westcon Group, Inc. sued CCC Technologies, Inc., Venus E. Rodriguez, Juan R. Rodriguez, James Poull, and Gerri Poull. Westcon asserted claims for conversion and breach of contract. CCC had entered into a computer reseller agreement with Westcon in 2015 and had ordered more than $7.4 million in products, services, and software. The parties disputed the amount CCC still owed. Several individual defendants signed personal guarantees in 2016.

The parties filed cross-motions for summary judgment under Federal Rule of Civil Procedure 56. Westcon sought summary judgment and damages on its claims. Defendants sought summary judgment dismissing the claims against the individual defendants. The court also noted that much of the parties’ evidence was submitted without the affidavits and supporting materials required by the Southern District of New York’s local rules, limiting what the court could consider.

Conversion Claim

Applying New York law, the court held that Westcon’s conversion claim was duplicative of its breach-of-contract claim. Both claims rested on the same facts and sought the same damages, except that Westcon sought punitive damages on the conversion claim. The court found no evidence of malicious, reckless, or publicly wrongful conduct that could support punitive damages. Because the conversion claim did not seek a distinct recovery, the court ruled that it failed.

Breach-of-Contract Claim Against CCC

The court found no apparent dispute that CCC entered into the reseller agreement and owed Westcon a balance. Defendants disputed whether invoices issued after July 2017 were valid and whether payments connected to the Froedtert Hospital account were properly applied to CCC’s balance. The court nevertheless granted Westcon summary judgment on liability for the breach-of-contract claim against CCC. It did not decide the amount of damages because factual disputes remained. The damages issue was set for a bench trial.

Claims Against the Individual Defendants

Westcon sought to hold the individual defendants liable through personal guarantees. The guarantees stated that they were given to induce an entity identified as “WGNA” to enter into a credit application and terms of sale. The court observed that Westcon was not named in the guarantees, WGNA was not a party to the case or defined in the guarantees, WGNA was not referenced in the reseller agreement, and no credit application was attached to the guarantees.

Westcon argued that WGNA had assigned its rights to Westcon. The court found insufficient proof that Westcon was entitled to enforce the guarantees and stated that the record suggested Westcon had no right to recover from the individual defendants under those documents. The court dismissed the claims against the individual defendants, denied Westcon’s motion for summary judgment on those claims, and granted Defendants’ motion for summary judgment.

Disposition

Judge Philip M. Halpern ordered that Westcon’s motion for summary judgment was granted in part and Defendants’ motion for summary judgment was granted. The conversion claim and the claims against the individual defendants were dismissed. Westcon obtained summary judgment only on CCC’s liability for breach of contract; the amount of damages remained unresolved and was scheduled for a bench trial.