Complete Medical Sales Inc v. Genoray America, Inc.

I. BACKGROUND

Plaintiff, a medical sales company, is a Michigan corporation with its principal place of business in Romeo, Michigan. (ECF No. 1, PageID.1.) Defendant, a manufacturer and provider of surgical C-Arm medical diagnostic equipment, is a California corporation that maintains its principal place of business in Orange, California. (Id.) In June 2013, Plaintiff and Defendant entered into a Letter of Intent under which the parties expressed their desire to enter into a sole distributorship agreement. (ECF No. 1-1, PageID.31.) Under the Letter of Intent, Defendant would provide the Zen 7000 C-Arm System, which is used by medical personnel to conduct digital x-ray imaging, and Plaintiff would be the sole distributor across all 50 states. (Id.) If Plaintiff did not

meet its volume requirements, Defendant would be required to give Plaintiff ninety days to correct the problem. (Id. at PageID.35.) If Defendant created a new C-Arm product, Plaintiff would have the option to become the sole distributor of the product under the same arrangement. (Id. at PageID.34.) The initial term of the parties’ exclusive distributorship arrangement was five years and would automatically renew…