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Giasson Aerospace Science, Inc. v. RCO Engineering Inc.

United States Court of Appeals, Sixth Circuit

September 20, 2017

Giasson Aerospace Science, Inc.; Giasson Design Inc., Plaintiffs-Appellants,
v.
RCO Engineering Inc., Defendant-Appellee.

          Argued: August 3, 2017

         Appeal from the United States District Court for the Eastern District of Michigan at Detroit. No. 2:14-cv-11358-Robert H. Cleland, District Judge.

          Michael H. Perry, FRASER, TREBILCOCK, DAVIS & DUNLAP, P.C., Lansing, Michigan, for Appellants.

          A. Michael Palizzi, MILLER CANFIELD PADDOCK AND STONE, P.L.C., Detroit, Michigan, for Appellee.

          Michael H. Perry, FRASER, TREBILCOCK, DAVIS & DUNLAP, P.C., Lansing, Michigan, for Appellants.

          A. Michael Palizzi, Caroline B. Giordano, MILLER CANFIELD PADDOCK AND STONE, P.L.C., Detroit, Michigan, for Appellee.

          Before: NORRIS, SUHRHEINRICH, and GRIFFIN, Circuit Judges.

          OPINION

          GRIFFIN, CIRCUIT JUDGE

         Plaintiffs Giasson Aerospace Science, Inc. and Giasson Design Inc. (collectively referred to as "Giasson") appeal the district court's dismissal of their complaint against defendant RCO Engineering Incorporated pursuant to Federal Rule of Civil Procedure 12(b)(6). Giasson seeks to undo a settlement agreement the parties reached to resolve prior litigation between them, and argues this case should proceed as an independent action in equity for relief from judgment as permitted under Federal Rule of Civil Procedure 60(d)(1), the rule's so-called "savings clause." However, relief pursuant to such an action is "available only to prevent a grave miscarriage of justice." United States v. Beggerly, 524 U.S. 38, 47 (1998). Because Giasson's allegations do not satisfy that "demanding standard[, ]" id., we affirm the district court's judgment.

         I.

         Giasson and RCO were once in business together, working to secure a contract to make airline seats for a luxury jet manufacturer. Then, according to Giasson, RCO cut it out of the deal, so Giasson sued RCO for breach of contract among other claims. During discovery, and in anticipation of settlement talks, Giasson submitted interrogatories to RCO requesting pricing and sales information for the airline seats RCO would be selling to the jet manufacturer. RCO's counsel acknowledged via email that Giasson "need[ed] the [financial] information to make an informed decision as to settlement[, ]" and directed Giasson to its interrogatory responses.

         In those responses, RCO disclosed its gross sales price, projected sales, and net profit information for its power, manual, and double airline seats. However, RCO noted that "the sales price may be subject to change as [the jet manufacturer] adjusts the technical requirements for the seats." As for its projected gross seat sales, RCO warned that its "estimates are speculative and subject to change." And RCO similarly advised that its estimated net profits "are speculative and subject to change as costs increase, for example." The parties entered into settlement talks soon after. They settled the dispute in June 2010, and the district court entered a consent order of dismissal.

         Under the settlement's terms, RCO agreed to pay Giasson a running royalty for ten years. For the first five years, RCO would pay Giasson 3.5% of the net sales price of each manual and power seat sold. For the remaining five years, Giasson would receive 4% of the net sales price of each manual, power, and double seat sold. The agreement defined a seat's net sales price as its gross sales price minus applicable taxes, and normal shipping and delivery costs. "For the avoidance of doubt, " the parties agreed to fixed per-seat gross and net sales prices--thereby factoring out unpredictable market dynamics.

         The parties executed the agreement without issue until 2014, when Giasson became aware that RCO was charging higher gross sales prices for two types of seats than the fixed prices the parties agreed to. Specifically, a 2011 invoice revealed a higher gross sales price for one power seat, and a 2014 invoice showed a higher gross sales price for one manual seat. Giasson inferred from these two invoices that RCO ...


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