CDM Manufacturing Co. v. Complete Sales Representation, Inc.

MEMORANDUM **

Complete Sales, Inc. and Corry Manufacturing Inc. appeal the district court’s judgment following a jury trial in CDM Manufacturing Co., Inc.’s diversity action seeking recovery of unpaid commissions for its sales representation services to Corry, an aircraft parts manufacturer and its related company, Complete Sales. The jury found that Complete breached the covenant of good faith and fair dealing by way of a putative termination of its contract with CDM two days after CDM landed a $30 million contract for Complete and Corry. The jury also found Corry hable for unjust enrichment and that it violated the California Independent Wholesale Sales Representative Contractual Relations Act of 1990, Cal. Civil Code § 1738.15 . The district court had jurisdiction pursuant to 28 U.S.C. § 1332 ; this court has jurisdiction pursuant to 28 U.S.C. § 1291 . We reverse in part but affirm the judgment.

The facts will only be repeated here where necessary to explain our decision. Under Ohio law, a claim for breach of an implied covenant of good faith must be based on a fiduciary or other special relationship mutually recognized by the parties to the agreement. Sammarco v. Anthem Ins.…