United States District Court, E.D. Wisconsin
CNH INDUSTRIAL AMERICA LLC formerly known as CNH AMERICA LLC, Plaintiff,
JONES LANG LASALLE AMERICAS, INC., Defendant.
Stadtmueller U.S. District Judge.
case arises out of a contract dispute over a national
marketing campaign. (See generally Docket #39). On
June 24, 2016, and pursuant to Federal Rule of Civil
Procedure 56, the plaintiff, CNH Industrial America LLC
(“CNH”), moved for summary judgment with respect
to: (1) its breach of contract claim; and (2) the
defendant’s, Jones Lange LaSalle Americas, Inc.,
(“JLL”), declaratory judgment
counterclaim. (Docket #74). That motion is now fully
briefed and ripe for adjudication. (Docket #83, #87, #93).
described more fully below, the Court concludes that numerous
disputes of material fact exist in this case. Accordingly, an
award of summary judgment pursuant to Rule 56 is
inappropriate, and the Court will deny CNH’s motion in
its entirety. (Docket #74).
a limited liability company organized and existing under the
laws of the State of Delaware, with its principal place of
business located at 700 State Street, Racine. (Docket #39
¶ 1). It manufactures and sells farming and construction
equipment through a network of dealers under several name
plates, including the New Holland brand at issue in this
action. (Docket #39 ¶ 1).
a corporation organized and existing under the laws of the
State of Maryland, with its principal place of business
located at 200 East Randolph Drive, Chicago, Illinois.
(Docket #39 ¶ 2). It provides property management and
project management services to clients, including clients
within the borders of the Eastern District of Wisconsin.
(Docket #39 ¶ 2).
2007, CNH began to undertake a corporate rebranding program
for its New Holland Agriculture line of products (the
“Rebranding Program”). (Docket #95 ¶ 1). The
Rebranding Program would involve, among other things, the
manufacture and installation of new signage at more than one
thousand of its dealers in the United States and Canada.
(Docket #95 ¶ 1).
chose to retain a project manager for the Rebranding Program.
(Docket #95 ¶ 2). CNH selected JLL for that position
(Docket #95 ¶ 2), and, to that end, CNH and JLL entered
into a Service Agreement on April 7, 2008 (“Service
Agreement”) (Docket #95 ¶ 3). Under the Service
Agreement, JLL further negotiated agreements with three sign
manufacturers-Icon Identity Solutions, Priority Signs, Inc.,
and Thomas Sign & Awning Company, Inc.-pursuant to which
each would manufacture and install signs for the Rebranding
Program. (Docket #95 ¶ 4). CNH was a third-party
beneficiary under each of those three agreements. (Docket #95
Service Agreement between CNH and JLL detailed various
obligations on behalf of the parties. As it relates to this
case, the Service Agreement imposed the following obligations
a. To research and document warranty information for all raw
materials and sub components;
b. To direct control and responsibility of all manufacturing,
including quality control;
c. To negotiate the “best possible warranty” for
the signs and to disclose all elements of the warranty
program to CNH; and
d. To provide ongoing management services for warranties
one-year from the date of uninstallation.
(Docket #95 ¶ 5). The agreement also contains two provisions
related to: (1) the “Acceptance of Deliverables,
” which requires a certain procedure be followed in the
event of the delivery of “deficien[t] or
nonconform[ing]” goods; and (2) a “Limitation on
Liability, ” which caps damages in the event of a
dispute between the parties. (Docket #95 JLL Proposed Fact
¶¶ 56, 58).While the original Service Agreement was to
remain in effect until December 16, 2011, the parties decided
to extend it by way of various amendments until its
termination on March 31, 2016. (Docket #95 ¶ 6).
was an essential component to this sign-manufacturing
process. The company selected to provide the vinyl for the
Rebranding Program was Arlon. (Docket #95 ¶ 7).
Specifically, the Arlon Series 2500 vinyl was chosen as the
sole vinyl to be utilized for the project. (Docket #97 ¶
8). Generally, five signs were manufactured and installed at
each dealer location (one of which had two sign faces).
(Docket #95 ¶ 9). Of those, two signs are owned by CNH.
(Docket #95 ¶ 9). The other three signs are owned by the
individual dealer. (Docket #95 ¶ 9).
after selecting Arlon as the vinyl supplier, JLL began
negotiating the terms of the Arlon vinyl warranty. (Docket
#95 ¶ 13). Though many factual disputes surrounding this
negotiation are unresolved, the parties agree that the vinyl
warranty that ultimately appeared in Exhibit E to the
agreements made between JLL and the sign manufacturers
stated: “Arlon Vinyl Extended Warranty B 7 year
warranty on 1st surface. 2nd surface on exterior sign
applications is 9 years. There is no charge for
parts/labor/shipping for 1-year from date of
installation.” (Docket #95 ¶ 15). The parties also
agree that the aforementioned language was not drafted by
JLL. (Docket #95 ¶ 16). Rather, Adam Cook (“Mr.
Cook”), JLL’s assigned project manager until
approximately the second quarter of 2009, testified that he
“believed” that the language quoted above was
drafted by one of the sign manufacturers. (Docket #95
¶¶ 12, 16).
problems arose during the course of the sign manufacturing
process. First, in late 2008, the vinyl delivered by Arlon
began to check and crack when applied to the New Holland
signs. (Docket #95 ¶ 24). Though the parties dispute the
cause of the 2008 failure and manner in which it was
resolved, it is undisputed that sign fabrication continued
thereafter. (Docket #95 ¶¶ 24-31). Second, in late
2010 or early 2011, CNH began to receive additional reports
from its dealers that signs fabricated and installed for the
Rebranding Program were again failing due to cracking,
checking and fading. (Docket #95 ¶ 31; see also
Figures 1 and 2)
result of the sign failures, CNH dealers went through a
process of reporting failed signs to either CNH or JLL.
(Docket #95 ¶ 34). If the failure was reported to CNH,
then CNH would, in turn, report the failure to JLL. (Docket
#95 ¶ 34). JLL would then initiate a claim with the sign
manufacturer that manufactured the sign, and that sign
manufacturer would then contact Arlon to initiate a warranty
claim seeking payment for manufacture of a new sign face and
its installation. (Docket #95 ¶ 34).
time, Arlon deemed product failures of the sort at issue to
be failures for which the vinyl warranty would be available.
(Docket #95 ¶ 33). And, until approximately mid-2014,
Arlon agreed to pay the full replacement cost of sign faces
on which its failed vinyl was affixed. (Docket #95 ¶
36). At no point during this period of time did Arlon refuse
to pay for any sign faces based upon the date of
installation, the nature of the failure, or any other factor.
(Docket #95 ¶ 36).
mid-2014, however, Arlon stopped fully funding the
replacement of sign faces. (Docket #95 ¶ 37). And, in
August 2014, Arlon advised JLL that it would no longer fund
remediation of any of the failed signs. (Docket #95 ¶
40). Instead, Arlon offered to fund remediation of additional
signs at a price of $3, 000.00 per dealer site. (Docket #95
¶ 40). CNH did not accept this offer, and instead
entered into a Common Interest ...