Searching over 5,500,000 cases.

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Innotec LLC v. Visiontech Sales, Inc.

United States District Court, W.D. Virginia, Charlottesville Division

July 20, 2018

INNOTEC LLC, Plaintiff,
VISIONTECH SALES, INC., et al., Defendants. VISIONTECH SALES, INC., Counterclaim Plaintiff,
INNOTEC, et al., Counterclaim Defendants.


          Hon. Glen E. Conrad Senior United States District Judge

         This case is presently before the court on the defendants' motion for partial judgment on the pleadings, partial summary judgment, or, in the alternative, to compel arbitration as to Count I of the plaintiffs complaint. For the following reasons, the court concludes that Count I must be arbitrated. Accordingly, the court will grant the defendants' motion to compel arbitration and deny without prejudice its motion for partial judgment on the pleadings or for partial summary judgment with respect to that count.


         I. The Parties

         Plaintiff Innotec LLC ("Innotec") is a Colorado limited liability company based in Lafayette, Colorado that manufactures and supplies electrical and mechanical components. Allen Ting, a Colorado resident, is the managing member of Innotec. Defendant Visiontech Sales, Inc. ("Visiontech") is a Virginia corporation based in Troy, Virginia that purchases electrical and mechanical components.[1] The founder, chief executive officer, and owner of Visiontech is Richard Perrault, a Florida resident. Perrault is also the owner of Visiontech Sales Group Hong Kong, Ltd. ("VSG HK"), a related entity based in Hong Kong.

         II. Innotec's Complaint and the Agreement on which Count I is Based

         On February 1, 2017, Innotec filed the instant action against Visiontech, VSG HK, and Perrault, seeking to obtain payment for products ordered from Innotec. The complaint contains five counts: (1) "Breach of Contract by Visiontech - For the sale of goods pursuant to the Exclusivity Agreement"; (2) "Breach of Contract by Visiontech - Unpaid invoices for the sale of goods and open purchase orders"; (3) "Unjust Enrichment against Visiontech"; (4) "Breach of Contract by VSG HK"; and (4) "Personal Liability against Owners of Visiontech and VSG HK." Compl. 8-12, Docket No. 1.

         The first count is the subject of the instant motion. In Count I, Innotec alleges that Visiontech breached the terms of an Exclusivity Agreement by failing to pay two invoices issued by Innotec for goods sold under the agreement:

In the Exclusivity Agreement, Visiontech, as "Buyer," and Innotec, as "Seller," agreed to enter into an exclusive agreement for the purchase of all Vivoplay Charge Adapters .... The terms of such purchases are to be in accordance with the Seller's quotation dated March 28, 2013. Payment is required by wire or by check to the order of Innotec as further set forth therein. Should the Buyer fail to pay for the goods when due, the Seller has the option to treat such failure as a material breach of the Exclusivity Agreement, and seek legal remedies.
The Exclusivity Agreement also provides that in the event of a dispute related to the agreement, the unsuccessful party shall pay to the successful party, in additional to all sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees....
In reliance on the Exclusivity Agreement, Visiontech made two orders of Vivoplay Charger Adapters from Innotec. Innotec filled such orders, and delivered such goods to Visiontech, and they were accepted by Visiontech without protest and are conforming in all material respects. Innotec has in turn delivered two invoices for payment....
Notwithstanding the above facts and obligations, Visiontech has failed to make payment of the invoices, and is therefore in breach of contract, including the terms of the Exclusivity Agreement.

Id. at ¶¶ 14-17. Based on the foregoing allegations, Innotec seeks to recover the amounts due under the invoices, as well as "its attorneys' fees incurred herein." Id. at 9.

         Innotec submitted a copy of the Exclusivity Agreement as an exhibit to the complaint. The Exclusivity Agreement indicates that it was "made effective as of March 28, 2013, between Innotec Energy Systems LLC . . . ('Seller'), and Visiontech Sales, Inc. . . . ('Buyer')." Compl. Ex. B at 1, Docket No. 1-2. The agreement later identifies the "Seller" as "Innotec Advance Energy Systems LLC" ("Innotec AES"). Id. at 4. Allen Ting, who is identified in the Exclusivity Agreement as the General Manager of Innotec AES, signed the agreement on behalf of that entity. Richard Perrault signed the agreement on behalf of Visiontech.

         The Exclusivity Agreement includes an arbitration clause on which the pending motion to compel is based. The clause provides, in pertinent part, that "[a]ny controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association." Id. at 3. The clause further provides that "[t]he agreement to arbitration shall be specifically enforceable under the prevailing arbitration law," that "[t]he decision rendered by the arbitrator(s) shall be final and binding on the parties," and that "judgment may be entered in conformity with the decision in any court having jurisdiction." Id.

         III. Subsequent Procedural History

         On March 16, 2017, the defendants answered Innotec's complaint, and Visiontech filed a counterclaim against Innotec and Ting. Although the defendants denied certain allegations underlying Count I in their answer, they did not raise arbitration as an affirmative defense to Count I. Nor did they assert as a defense that Innotec cannot recover under the Exclusivity Agreement because it was not a party to that particular contract.

         Innotec and Ting subsequently moved to dismiss the counterclaim filed by Visiontech. The parties appeared before the court for a hearing on the motion on September 21, 2017. During the hearing, the defendants, through counsel, expressed the desire to amend the answer, defenses, and counterclaim. By order entered September 22, 2017, the court referred the pending motion to dismiss to United States Magistrate Judge Joel C. Hoppe, pursuant to 28 U.S.C. § 636(b)(1)(B), and directed the defendants to file any motion to amend the answer, defenses, and counterclaim within fourteen days. The defendants moved to amend within the allotted time period. The proposed amended pleading includes the following additional defenses:

         Lack ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.