BRC Rubber & Plastics, Incorpo v. Continental Carbon Company , 804 F.3d 1229 ( 2015 )

In the
United States Court of Appeals
For the Seventh Circuit
____________________
Nos. 14-1416 & 14-1555
BRC RUBBER & PLASTICS, INCORPORATED,
Plaintiff-Appellee, Cross-Appellant,
v.
CONTINENTAL CARBON COMPANY,
Defendant-Appellant, Cross-Appellee.
____________________
Appeals from the United States District Court for the
Northern District of Indiana, Fort Wayne Division.
No. 1:11-cv-190 — Roger B. Cosbey, Magistrate Judge.
____________________
ARGUED JANUARY 21, 2015 — DECIDED NOVEMBER 5, 2015
____________________
Before BAUER, FLAUM, and WILLIAMS, Circuit Judges.
WILLIAMS, Circuit Judge. Continental Carbon Company
sells carbon black, a material used in rubber products. BRC
Rubber & Plastics makes rubber products for the automotive
industry. The companies contracted for Continental to sup-
ply carbon black to BRC. When Continental refused to con-
firm or ship some of BRC’s orders, BRC sued, alleging that
2 Nos. 14-1416, 14-1555
Continental had breached and repudiated the contract. The
district court found as a matter of law that the agreement
was a “requirements contract,” meaning it obligated Conti-
nental to sell as much carbon black as BRC needed, and obli-
gated BRC to buy all its carbon black exclusively from Con-
tinental. Based on that view, the district court entered judg-
ment for BRC.
Continental appeals the judgment and BRC cross-appeals
an issue related to damages. Because we find that the
agreement did not obligate BRC to buy any—much less all—
of its carbon black from Continental, we hold that the
agreement was not a requirements contract, so we vacate the
judgment and remand, without reaching BRC’s cross-appeal.
I. BACKGROUND
On January 1, 2010, the parties entered into the contract
at issue, which stated: “It is the intent of this agreement that
Continental Carbon Company agrees to sell to BRC Rubber
& Plastics approximately 1.8 million pounds of [carbon]
black annually.” In 2010, Continental shipped 2.6 million
pounds to BRC, and shipments continued into early 2011.
But by April 2011, for a variety of reasons, Continental was
struggling to keep up with the total demand from all its cus-
tomers. BRC placed an order on April 26, 2011, but Conti-
nental neither confirmed nor shipped that order.
That led to a series of communications which, after a
misunderstanding or two, revealed a point of disagreement:
Continental believed that as long as it shipped approximate-
ly 1.8 million pounds to BRC annually, it did not have to ac-
cept and fill each and every BRC order. BRC believed instead
that Continental had to fill every order. BRC’s belief was
Nos. 14-1416, 14-1555 3
based on its view that the parties’ agreement was a “re-
quirements contract.” “A requirements contract is one in
which the purchaser agrees to buy all of its needs of a speci-
fied material exclusively from a particular supplier, and the
supplier agrees, in turn, to fill all of the purchaser’s needs
during the period of the contract.” Zemco Mfg., Inc. v. Navis-
tar Int’l Transp. Corp., 186 F.3d 815, 817 (7th Cir. 1999) (Indi-
ana law).
When Continental refused to confirm or ship some sub-
sequent orders, BRC filed this suit. The parties and the dis-
trict court focused on whether the agreement was a require-
ments contract. The court found as a matter of law that the
agreement was a requirements contract, so Continental’s re-
fusal to confirm and ship some orders was a breach and re-
pudiation of the agreement. After a bench trial on damages,
the court entered judgment for BRC for nearly $1 million.
Continental appeals the judgment and BRC cross-appeals
the exclusion of certain testimony from the damages trial.
II. ANALYSIS
The parties’ agreement is governed by Indiana law, under
which an unambiguous contract is interpreted as a matter of
law by reading the contract as a whole. Lawson v. Sun Mi-
crosystems, Inc., 791 F.3d 754, 762 (7th Cir. 2015) (Indiana
law); Brockmann v. Brockmann, 938 N.E.2d 831, 834–35 (Ind.
Ct. App. 2010). Contract terms are given their ordinary
meanings, with the ultimate goal of determining the parties’
intent. Brockmann, 938 N.E.2d at 834–35.
The district court’s holding that Continental breached
and repudiated the agreement was based on the court’s view
that the agreement was a requirements contract. We review
4 Nos. 14-1416, 14-1555
that determination de novo. BKCAP, LLC v. Captec Franchise
Tr. 2000-1, 572 F.3d 353, 358 (7th Cir. 2009). An agreement is
not a requirements contract unless it: “(1) obligates the buyer
to buy goods, (2) obligates the buyer to buy goods exclusive-
ly from the seller, and (3) obligates the buyer to buy all of its
requirements for goods of a particular kind from the seller.”
Zemco, 186 F.3d at 817. As applied, the parties’ agreement
was not a requirements contract unless BRC was both obli-
gated to buy some amount of carbon black from Continental
and prohibited from buying carbon black from any other
seller. In our view, neither condition is met, so we hold that
the parties’ agreement was not a requirements contract.
BRC’s argument to the contrary relies primarily on the
following contract provision:
Meet or Release
If during the term of this agreement BRC re-
ceives an offer that they believe is better tha[n]
the terms offered in this agreement, Continen-
tal Carbon will have the right to meet this
agreement or release BRC from any further ob-
ligation. …
While this provision does refer to an “obligation” on the
part of BRC, it does not show that BRC was obligated to buy
carbon black from Continental. The provision is more natu-
rally read as a “right of first refusal,” meaning if BRC sought
to buy carbon black from another seller at a lower price,
Continental had to be given the chance to meet that price.
But nothing in the “Meet or Release” provision prevented
BRC from manufacturing its own carbon black or abandon-
ing its use of carbon black altogether. In other words, the
Nos. 14-1416, 14-1555 5
provision did not obligate BRC to buy carbon black from
Continental.
BRC also argues that the “Quantity of Material” and
“Rebate/Penalty” provisions obligated BRC to buy carbon
black from Continental. The “Quantity of Material” provi-
sion is:
Quantity of Material
It is the intent of this Agreement that Continen-
tal Carbon Company agrees to sell to BRC
Rubber and Plastics approximately 1.8 million
pounds of [carbon] black annually. These vol-
umes are to be taken in approximately equal
monthly quantities. BRC Rubber and Plastics,
to the best of their ability, will provide accurate
forecasts of the future usage at their manufac-
turing sites which will assist Continental Car-
bon Company in meeting these and additional
1
requirements.
Under the “Rebate/Penalty” provision, BRC would pay a lit-
tle less per pound if it bought much more than 1.8 million
pounds annually, and a little more per pound if it bought
much less. The thresholds for “much more” and “much less”
were specified, but the parties agreed to renegotiate those
1 The use of the word “requirements” in the Quantity of Material provi-
sion does not mean that the agreement was a requirements contract. See
Agfa-Gevaert, A.G. v. A.B. Dick Co., 879 F.2d 1518, 1521 (7th Cir. 1989)
(“The … agreement looks like the opposite of a requirements contract,
despite the presence of the word “requirements”; for it merely assures
the buyer, Dick, a greater supply, and in exchange Dick agrees to pay a
premium. It does not seem to obligate Dick to take more than it wants.”).
6 Nos. 14-1416, 14-1555
thresholds “[s]hould the normal annual volume for BRC
shift significantly.”
BRC argues that these provisions demonstrate that 1.8
million pounds was merely an estimate of what BRC would
request annually, rather than a firm fixed quantity that Con-
tinental was obligated to sell. That much is true, and is con-
ceded by Continental. But BRC’s conclusion that the provi-
sions therefore obligated BRC to buy some amount of carbon
black does not follow. The argument is a non sequitur, and is
contrary to our precedent. See Brooklyn Bagel Boys v.
Earthgrains Refrigerated Dough Prods., 212 F.3d 373, 376–80
(7th Cir. 2000) (agreement that lacked a fixed quantity term
did not obligate buyer to buy any bagels at all, and was
therefore not a requirements contract). In sum, nothing that
BRC has pointed us to, or that we have found on our own,
convinces us that the agreement required BRC to buy carbon
black from Continental.
Further, we find nothing that required BRC to buy all of
its carbon black exclusively from Continental. For the exclu-
sivity requirement, BRC relies again on the “Meet or Re-
lease” provision. But by its plain terms, that provision ap-
plies only where a different seller offers BRC terms that are
“better tha[n] the terms offered” by Continental. In other
words, BRC had to give Continental the chance to match a
competitor’s lower price. But price is not the only reason to
contract with additional sellers. As the facts of this case
demonstrate, sellers can become over-extended; buyers may
pursue a diverse group of sellers to protect against the risk
that a single seller cannot keep up with demand. Nothing in
the “Meet or Release” provision prevented BRC from doing
Nos. 14-1416, 14-1555 7
so (and BRC admits in its brief that price is not the only fac-
tor it considers when negotiating with suppliers).
BRC was not obligated to buy carbon black from Conti-
nental, nor was it obligated to buy all its carbon black from
Continental, so the agreement was not a requirements con-
tract. Because the judgment against Continental was prem-
ised on the agreement being a requirements contract, we va-
cate the judgment and remand. Discussion of BRC’s damag-
es is premature, so we do not reach BRC’s cross-appeal.
III. CONCLUSION
We VACATE the judgment of the district court and
REMAND the case for further proceedings consistent with this
opinion.