Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Metal Seal Precision, Ltd. v. Sensata Technologies, Inc.

Superior Court of Massachusetts, Suffolk

October 30, 2019

Metal Seal Precision, Ltd.
v.
Sensata Technologies, Inc.

          Judge (with first initial, no space for Sullivan, Dorsey, and Walsh): Davis, Brian A., J.

          DECISION AND ORDER REGARDING PLAINTIFF METAL SEAL PRECISION, LTD.’S MOTION FOR PARTIAL SUMMARY JUDGMENT (DOCKET ENTRY NO. 82.0)

          Brian A. Davis Associate Justice of the Superior Court

          This action arises from defendant Sensata Technologies, Inc.’s ("Sensata") purported breach of a multi-year Memorandum of Understanding, as amended (the "2014 MOU"), which allegedly requires Sensata to purchase certain minimum quantities of particular metal components that Sensata uses in the production of its automotive sensor products each year from plaintiff Metal Seal Precision, Ltd. ("Metal Seal"). Metal Seal filed suit in February 2017, and Sensata responded with a series of counterclaims, the most recent of which were filed in February 2019. See Second Amended Answer, Counterclaims, and Affirmative Defenses (the "Answer and Counterclaims," Docket Entry No. 75.0). Sensata strenuously denies that it ever agreed to purchase any minimum annual quantities of metal components from Metal Seal. Sensata also alleges, however, in the alternative that, if the parties’ 2014 MOU is found to include a minimum purchase requirement, then the requirement is unenforceable because it was obtained through Metal Seal’s fraud and misrepresentations. See Answer and Counterclaims, Count III (Violation of G.L.c. 93A), Count IV (Fraud), and the Eighteenth Affirmative Defense (MOU is "void and unenforceable" due to Metal Seal’s "material misrepresentations"). More specifically, Sensata alleges that Metal Seal,

ma[de] false representations [in negotiations] to induce and pressure Sensata to enter into the 2014 MOU and each subsequent amendment by representing that its insurer required that any contract with Sensata include minimum volumes and that post-fire expenditures were dependent upon approval by its bank.

Id., ¶49. See also id ., ¶¶54-58.

          Trial in this case is scheduled to commence on December 3, 2019. In an effort to reduce the number of issues to be resolved at trial, Metal Seal has moved for partial summary judgment on Count III, Count IV, and the Eighteenth Affirmative Defense of Sensata’s Answer and Counterclaims to the extent they are based on Metal Seal’s alleged fraud and misrepresentations in the negotiation of the 2014 MOU. See Plaintiff Metal Seal Precision, Ltd.’s Motion for Partial Summary Judgment (the "Summary Judgment Motion," Docket Entry No. 82.0). In pressing its Summary Judgment Motion, Metal Seal concedes, for summary judgment purposes only, that it misrepresented to Sensata the reasons behind Metal Seal’s insistence that the 2014 MOU include a minimum annual purchase requirement. Metal Seal nonetheless argues that Sensata’s counterclaims and affirmative defenses based on Metal Seal’s purported fraud and misrepresentation cannot succeed as a matter of law because, inter alia, Sensata’s claimed reliance on Metal Seal’s representations was inherently unreasonable and Sensata suffered no compensable damages on account of the representations. Sensata, for its part, opposes Metal Seal’s Summary Judgment Motion.

          The Court conducted a hearing on Metal Seal’s Summary Judgment Motion on October 15, 2019. Both sides appeared and argued. After oral argument, the Court gave each party the opportunity to submit a supplemental letter brief addressing the question of whether Metal Seal’s stated reasons for its insistence that the 2014 MOU include a minimum annual purchase requirement constituted a material fact for purposes of the parties’ agreement. Upon consideration of the original and supplemental written submissions of the parties and the oral arguments of counsel, Metal Seal’s Summary Judgment Motion is ALLOWED for the reasons discussed, briefly, below.

          Massachusetts law provides that,

[t]o recover for fraudulent misrepresentation, a plaintiff must allege and prove that the defendant made a false representation of a material fact with knowledge of its falsity for the purpose of inducing the plaintiff to act thereon, and that the plaintiff relied upon the representation as true and acted upon it to [her] damage.

Masingill v. EMC Corp., 449 Mass. 532, 540 (2007) (internal quotation marks and citation omitted). A "material fact" is "one to which a reasonable person would attribute importance for his or her choice of action in the transaction at issue." Welch v. Barach, 84 Mass.App.Ct. 113, 120 n.11 (2013). "It must be one of the principal grounds, but not necessarily the sole ground, causing the [receiving party’s] decision." Id.

          Metal Seal’s Summary Judgment Motion requires the Court to decide whether Metal Seal’s misrepresentations to Sensata regarding the reasons behind the bargaining positions that Metal Seal took in the course of the parties’ negotiation of the 2014 MOU constitute "material facts" that are sufficient to support Sensata’s counterclaims and affirmative defenses based upon fraud. The Court concludes that they are not. Although case law on the issue is somewhat sparse, the better reasoning appears to be that a party’s statement of the reasons or motives underlying its bargaining position generally are not considered to be "material."

         For example, in Goldman v. Town of Plainfield, 171 Vt. 575, 762 A.2d 854 (2000) ("Goldman "), the Supreme Court of Vermont considered whether the trial court properly granted summary judgment to the Town of Plainfield, Vermont (the "Town") in a suit that accused the Town of having lied about its ability to supply town water to a particular condominium development project (the "Project") in order to extract additional contract concessions from the developer. 171 Vt. at 575, 762 A.2d at 855. The developer later sued the Town alleging that the Town had fraudulently and negligently misrepresented its alleged inability to supply water to the Project to the developer’s detriment. 171 Vt. at 575, 762 A.2d at 855-56. The trial court ruled that the Town’s misrepresentations "went only to the motive for the Town’s bargaining position and were not material to the agreement," and the developer appealed. 171 Vt. at 575, 762 A.2d at 856.

         The Supreme Court of Vermont unanimously affirmed the decision of the trial court. In doing so, the Supreme Court quoted extensively from one of its earlier decisions, Stone & Wellington v. Robie, 66 Vt. 245, 29 A. 257 (1894). It said that, in order to be actionable for fraud, a party’s misrepresentations,

must relate distinctly and directly to the contract, must affect its very essence and substance, and must be material to the contract. If the representations relate to other matters, or to the contract in a trivial and unimportant respect only, or are ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.