Terry Barr Sales Agency, Inc. v. All-Lock Company, Inc.

96 F.3d 174 (6th Cir. 1996)

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Nature of the Case

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Facts

P and D entered into an oral agency agreement in 1973. P made sales to, and/or obtained orders from, automobile manufacturers for the purchase of D's locks and latches for use in new automobiles. P received a commission on sales to these 'original equipment' customers, which included Ford, General Motors, and Chrysler. The commission rate for new business was three and one-half percent of total sales. Pre-existing sales to previous D customers was at a two percent rate. P received significant commissions for sales made to 'original equipment' customers, and D's sales to those customers increased dramatically. D decided to terminate P as its manufacturer's sales representative. When D informed P it was terminating P on the latch product line, P stated he was due commissions on continuing orders for the 'life of the part.' D said it was willing to pay commissions only for ninety days after termination of the agency relationship. P sent a letter to D requesting that it abide by the standards of our industry regarding the relationship between manufacturers and their representatives and pay us life of the part commissions on current business, as well as life of the part commissions on all programs we started that are sourced to D within 12 months of termination. P filed the instant lawsuit asserting claims for its commissions based on breach of contract, unjust enrichment, and promissory estoppel theories. Both parties filed cross-motions for summary judgment and the district court awarded summary judgment to D. P appealed.