from the Marion Superior Court The Honorable Heather A.
Welch, Judge Trial Court Cause No. 49D01-1610-PL-36015
ATTORNEYS FOR APPELLANT Andrew W. Hull Michael R. Limrick
Evan D. Carr HOOVER HULL TURNER LLP Indianapolis, Indiana
ATTORNEYS FOR APPELLEE A. Richard M. Blaiklock Charles R.
Whybrew LEWIS WAGNER, LLP Indianapolis, Indiana
Whitesell Precision Components, Inc. ("Whitesell")
brings this interlocutory appeal, pursuant to Indiana
Appellate Rule 14(A)(5),  challenging the trial court's
refusal to dissolve a preliminary injunction compelling
Whitesell to provide automotive component parts to Autoform
Tool & Manufacturing, LLC ("Autoform"), pending
resolution of the merits of litigation between the parties.
Whitesell presents the sole issue of whether the trial court
abused its discretion in refusing to dissolve the preliminary
injunction issued pursuant to the parties' agreement. We
and Procedural History
Whitesell is in the business of manufacturing and
distributing engineered, specialty, and standard components
and parts used in various industries, including in the
assembly and manufacture of automobiles. Autoform is in
the business of manufacturing components used in the assembly
and manufacture of automobiles. Autoform uses injector cups
supplied by Whitesell to produce fuel rail assemblies that
Autoform sells to Hitachi America, Ltd.
("Hitachi"). Hitachi places fuel injectors into
Autoform's fuel rail assemblies, and the finished
products are installed into automobiles.
Pursuant to direction from Hitachi, Autoform agreed in 2013
to use Whitesell as its sole source of injector cups.
Autoform utilizes a "just-in-time" inventory system
whereby parts are not stockpiled. The quantity of parts
ordered at one time may vary. In October of 2013, Whitesell
provided Autoform a per-unit quoted price of $2.470 for each
injector cup, based upon a five-year quantity estimate. In
January of 2014, Autoform requested a price quote for
lower-volume shipments and Whitesell provided a quote of
$2.958 for each injector cup.
On November 17, 2014, Autoform issued its first purchase
order to Whitesell. The purchase order listed the per unit
price of $2.470. Whitesell filled the purchase order.
Autoform then issued subsequent purchase orders, each listing
the $2.470 price.
On July 29, 2016, Whitesell issued an invoice to Autoform
reflecting the $2.958 price. Whitesell also sought an alleged
"payment shortfall" of $343, 154.15. Autoform did
not pay the amount demanded and, on September 21, 2016,
Whitesell informed Autoform that shipments of the injector
cups would cease on October 1, 2016. That date was extended
as the parties attempted to reach an agreement. However, on
December 22, 2016, Whitesell ceased its shipments of injector
cups to Autoform.
On December 27, 2016, Autoform filed a motion seeking a
temporary restraining order against Whitesell, and the trial
court conducted a hearing on January 4, 2017. At that
hearing, Autoform advised the trial court that Autoform's
supply of injector cups would likely be exhausted by the next
day. The next day, the trial court issued a temporary
restraining order decreeing that Whitesell was to be
Refusing to supply the injector cups to Autoform pursuant to
the terms of Autoform Purchase Orders:
Taking any other action inconsistent with its obligations
under the terms of the Autoform Purchase Orders;
Refusing to allow Autoform to order injector cups pursuant to
the same protocol and terms that it had, including the $2.470
per-unit price for injector cups;
Charging per-unit price of injector cups sold to Autoform in
fulfillment of Autoform's Purchase Orders above $2.470;
Applying and [sic] Terms and Conditions in addition to those
ordered by this Court.
(App. Vol. II, pg. 7).
After some continuances and discovery disputes, the trial
court set the matter for a preliminary injunction hearing.
However, the parties reached an agreement and submitted their
stipulations to the trial court. On September 27, 2017, the
trial court entered an Agreed Order vacating the court date
and converting the temporary ...