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Whitesell Precision Components, Inc. v. Autoform Tool & Manufacturing, LLC

Court of Appeals of Indiana

August 31, 2018

Whitesell Precision Components, Inc., Appellant-Plaintiff,
Autoform Tool & Manufacturing, LLC, Appellee-Defendant.

          Appeal 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

          BAILEY, JUDGE.

         Case Summary

         [¶1] Whitesell Precision Components, Inc. ("Whitesell") brings this interlocutory appeal, pursuant to Indiana Appellate Rule 14(A)(5), [1] 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 affirm.

         Facts and Procedural History

         [¶2] 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.[2] 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.

         [¶3] 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.

         [¶4] 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.

         [¶5] 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.

         [¶6] 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 restrained from:

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; and
Applying and [sic] Terms and Conditions in addition to those ordered by this Court.

(App. Vol. II, pg. 7).[3]

         [¶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.[4] On September 27, 2017, the trial court entered an Agreed Order vacating the court date and converting the temporary ...

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