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Eclipse Med. v. Am. Hydro-Surgical Instruments

Eclipse Med. v. Am. Hydro-Surgical Instruments

United States District Court for the Southern District of Florida, West Palm Beach Division

January 20, 1999, Decided ; January 20, 1999, Filed

CASE NO.: 96-8532-CIV-RYSKAMP

Opinion

 [*1338] ORDER GRANTING DEFENDANTS' SECOND MOTION FOR PARTIAL SUMMARY JUDGMENT

I. INTRODUCTION

THIS CAUSE came before the Court upon the Second Motion for Summary Judgment (the "Motion") of Defendants American Hydro-Surgical Instruments, Inc. ("AHSI"), Davol Inc. ("Davol"), and C.R. Bard, Inc. ("Bard") (collectively, the "Suppliers"), seeking 1) final summary judgment under Fed. R. Civ. P. 56(a) on seven of the nine counts brought against the Suppliers by Plaintiffs Eclipse Medical, Inc. ("Eclipse") and Horizon Medical Technologies, Inc. ("Horizon") (collectively, the "Distributors"), 2) partial summary judgment under Fed. R. Civ. P. 56(b) on the Distributors' two remaining counts, and 3) final summary judgment under Fed. R. Civ. P. 56(a) on the counterclaims brought by AHSI and Davol against the Distributors. [DE-154] The Distributors' filed a memorandum in opposition to the Motion (the "Response") to which the Suppliers filed a reply. This Court heard [**3]  argument on the Motion on December 18, 1998.

II. BACKGROUND

This is an action brought by two medical supply distributors against one of their suppliers and two affiliated entities, alleging breaches of contract, fraudulent inducement, breach of fiduciary duties, promissory estoppel, tortious interference with business relationships, and violations of two Florida consumer protection statutes. AHSI entered into a distribution agreement with Eclipse Medical, Inc. ("Eclipse") on November 1, 1994 and with Horizon Medical Technologies, Inc. ("Horizon") on December 23, 1994 (the two distribution agreements are identical with regard to the provisions that are the subject of the Motion, and are collectively referred to as the "Agreement"). The parties agree that the Agreement is a valid and binding contract. The Agreement granted Eclipse and Horizon the right to purchase from AHSI and then market and re-sell certain laproscopic irrigation medical equipment, which is specifically defined in the Agreement (the "Products"). The Agreement further provided that the grant of marketing and sales rights was applicable only within each Distributor's prescribed Territory, as specifically defined [**4]  in the Agreement.

The Agreement contained two specific provisions relating to its duration. The  [*1339]  first, Section 3, deals with the "term" of the Agreement, and reads as follows:

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262 F. Supp. 2d 1334 *; 1999 U.S. Dist. LEXIS 22434 **

ECLIPSE MEDICAL, INC., a Texas corporation and HORIZON MEDICAL TECHNOLOGIES, INC., a Washington corporation, Plaintiffs, v. AMERICAN HYDRO-SURGICAL INSTRUMENTS, INC., a Maryland corporation; DAVOL INC., a Delaware corporation; C.R. BARD, INC., a New Jersey corporation, Defendants.

Disposition:  [**1]  Defendants' Motion for Summary Judgment [DE-154] GRANTED. Summary judgment entered in favor of Defendants AHSI, Davol and Bard as to Counts One, Two, Four, Six, Seven, Eight and Nine of the Second Amended Complaint, and, additionally, in favor of Defendant Bard as to Counts Three and Five. Defendant's motion for summary judgment GRANTED in favor of AHSI and Davol on their counterclaims in the amount of $ 99,017 as to Eclipse and $ 77,427 as to Horizon.

CORE TERMS

Distributors, Suppliers, products, parties, promise, loan program, customers, statute of frauds, summary judgment, Plaintiffs', partnership, modification, representations, parties' agreement, unambiguous, tortious interference, renewed, terms, matter of law, damages, induced, economic loss rule, contracts, duration, promissory estoppel, alleged promise, contradict, counts, alleged misrepresentation, distribution agreement

Civil Procedure, Summary Judgment, Entitlement as Matter of Law, General Overview, Pleading & Practice, Pleadings, Rule Application & Interpretation, Judgments, Motions for Summary Judgment, Opposing Materials, Appropriateness, Genuine Disputes, Legal Entitlement, Materiality of Facts, Contracts Law, Affirmative Defenses, Fraud & Misrepresentation, Material Misrepresentations, Banking Law, Criminal Offenses, Bank Fraud, Evidentiary Considerations, Contract Interpretation, Parol Evidence, Evidence, Types of Evidence, Documentary Evidence, Parol Evidence, Business & Corporate Compliance, Contracts Law, Contract Formation, Execution & Delivery, Statute of Frauds, Requirements, Performance, Signatures, Types of Contracts, Oral Agreements, Real Property Law, Purchase & Sale, Remedies, Specific Performance, Contracts of Sale, Formalities, Contract Conditions & Provisions, Integration Clauses, Torts, Compensatory Damages, Types of Losses, Economic Losses, Business & Corporate Law, Management Duties & Liabilities, Fiduciary Duties, Fiduciary Responsibilities, Governments, Fiduciaries, Distributorships & Franchises, Causes of Action, Fiduciary Duties, Franchise Relationships, Franchise Agreements, General Partnerships, Formation, Rights of Partners, Losses & Profits, Consideration, Promissory Estoppel, Enforcement of Promises, Labor & Employment Law, Employment Contracts, Conditions & Terms, Commercial Interference, Contracts, Business Torts, Business Relationships, Intentional Interference, Elements, Remedies, Damages, Types of Damages, Nominal Damages, Antitrust & Trade Law, Consumer Protection, Deceptive & Unfair Trade Practices, Business Opportunities, Personal Property, Personalty Leases, Unfair Business Practices, Lease Agreements, Mergers & Acquisitions Law, Liabilities & Rights of Successors, De Facto Mergers, General Business Considerations, Mere Continuation, Taxable Acquisitions, Asset Acquisitions, Vicarious Liability, Corporations, Predecessor & Successor Corporations, Negligent Acts of Directors & Officers, Directors & Officers, Subsidiary Corporations, Contract Modifications