Doering Equipment Co. v. John Deere Co.

815 N.E.2d 234 (2004)

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Nature of the Case

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Facts

P entered into a distributorship agreement in 1993 with D for D's golf and turf product line. P agreed to purchase equipment with floor plan financing and to provide a sufficient staff adequately trained to carry out its obligations under the agreement. D could terminate immediately for cause for certain defaults, including the failure to pay for goods when due or to provide sufficient staff. It could also terminate upon 180 days notice if D determined that the distributor's area did not afford sufficient sales potential or if D 'believed the distributor [was] not fulfilling the requirements of his appointment despite the opportunity to correct or take appropriate action toward . . . deficiencies in . . . performance or operations' for which it had received notice. D could only terminate upon 180 days written notice unless such termination was by mutual consent. The agreement provided that upon termination for whatever reason, 'neither party is entitled to any compensation or reimbursement for loss of prospective profits, anticipated sales or other losses occasioned by termination or cancellation of this Agreement,' except respecting obligations resulting from goods already delivered to P. D began to complain of understaffing by P, and demanded another salesperson. P responded that it intended to add one, but only after its current sales force began to pay for itself. P was behind in payments over a mistaken credit and D had prepared a termination notice, but had not informed P about it. D then allegedly told P that it must purchase forty-four turf gators and add a salesperson and that both were non-negotiable requirements. P replied that customer feedback indicated that no one wanted the turf gators and that they were overpriced, but D was firm. P repeated that it could not afford another salesperson. P then notified D in writing that it was terminating the distributorship agreement. P then sued D, seeking declaratory relief and alleging claims of breach of good faith, breach of the covenant of good faith and fair dealing, deceit and misrepresentation, promissory estoppel, constructive termination, and constructive termination of a 'dealer agreement' in violation of G. L. c. 93G, § 2. P sought $500,000, consisting of its operating losses for its golf and turf business over the last three years and attorney's fees. D counterclaimed for monies previously owed. The trial judge granted a motion to exclude P's claims for operating losses because they were not causally connected to D's turf gator demand. The trial judge allowed D's motion in limine to preclude P from introducing evidence of damages, effectively ending P's case. After trial on its counterclaim, D recovered damages of $118,467.34, plus attorney's fees of $70,000. D appealed arguing that the operating losses are recoverable as reliance damages.