Druckzentrum Harry Jung GmbH & Co. v. Motorola Mobility LLC

Druckzentrum Harry Jung GmbH & Co (Druckzentrum) (plaintiff) was a German printer. For more than a decade, Druckzentrum printed user manuals for cell phones made by Motorola Mobility LLC (Motorola) (defendant). The user manuals were packaged with cell phones that Motorola sold in Europe, the Middle East, and Asia, a marketing area known as the EMEA region. In 2007, Motorola introduced a new purchasing program that required its vendors to bid for contracts. Druckzentrum won a contract to print Motorola’s manuals for the EMEA region. Motorola sent over a purchasing contract that: (1) gave Druckzentrum 2% of Motorola’s world-wide printing business, (2) gave Motorola several possible grounds for terminating the contract, including Motorola’s own convenience, and (3) contained an integration clause stating that the contract represented the parties’ entire understanding and superseded any prior discussions or agreements. Druckzentrum countersigned the contract. However, Motorola then suffered a large drop in cell-phone sales. As a result, less than nine months into the contract, Motorola decided to move all its printing operations to China where the phones were manufactured. Without Motorola’s business, Druckzentrum went bankrupt. Druckzentrum sued Motorola, alleging that the purchasing contract gave Druckzentrum an exclusive right to print Motorola’s cell-phone materials for the EMEA region for a two-year period, and that Motorola had breached the contract by moving its print business to China. The trial court found that the contract did not give Druckzentrum an exclusive right, and dismissed the claim. Druckzentrum appealed, arguing that although the purchasing contract did not contain an express exclusivity term, Motorola had promised Druckzentrum an exclusive right to the EMEA region business during the bidding process.