                          RECOMMENDED FOR FULL-TEXT PUBLICATION
                              Pursuant to Sixth Circuit I.O.P. 32.1(b)
                                     File Name: 18a0224p.06

                   UNITED STATES COURT OF APPEALS
                                 FOR THE SIXTH CIRCUIT



 PREMIUM FREIGHT MANAGEMENT, LLC,                        ┐
                                            Plaintiff,   │
                                                         │
                                                         │
        v.                                               │
                                                         >      Nos. 16-4324/17-3832/3841
                                                         │
 PM ENGINEERED SOLUTIONS, INC.,                          │
               Defendant-Appellee/Cross-Appellant,       │
                                                         │
 BOSAL INDUSTRIES-GEORGIA, INC.,                         │
                                                         │
                Defendant-Appellant/Cross-Appellee.
                                                         ┘


                        Appeal from the United States District Court
                         for the Northern District of Ohio at Toledo.
                      No. 3:14-cv-02635—Jack Zouhary, District Judge.

                                    Argued: July 25, 2018

                            Decided and Filed: October 10, 2018

             Before: COLE, Chief Judge; SUTTON and LARSEN, Circuit Judges.
                                   _________________

                                         COUNSEL

ARGUED: Gary J. Mouw, VARNUM LLP, Grand Rapids, Michigan, for Appellant/Cross-
Appellee.     Henry S. Weinstock, NOSSAMAN LLP, Los Angeles, California, for
Appellee/Cross-Appellant. ON BRIEF: Gary J. Mouw, Matthew T. Anderson, VARNUM
LLP, Grand Rapids, Michigan, for Appellant/Cross-Appellee.     Henry S. Weinstock,
NOSSAMAN LLP, Los Angeles, California, Jeffrey P. Mueller DAY PITNEY LLP, Hartford,
Connecticut, for Appellee/Cross-Appellant.

        COLE, C.J., delivered the opinion of the court in which SUTTON, J., joined, and
LARSEN, J., joined in part. LARSEN, J. (pp. 11–15), delivered a separate opinion concurring in
part and dissenting in part.
 Nos. 16-4324/    Premium Freight Mgmt., et al. v. PM Engineered Solutions, Inc.           Page 2
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                                       _________________

                                            OPINION
                                       _________________

       COLE, Chief Judge. Federal courts sitting in diversity may question the wisdom of state
laws, but they are powerless to change them. For better or worse, Connecticut imposes liability
for breaches of contract when attended by deception. Unhappy with flanges purchased under a
contract with PM Engineered Solutions, Inc. (“Powdered Metal”), Bosal Industries-Georgia, Inc.
(“Bosal”) decided to switch suppliers and terminate the contract. After a five-day bench trial, the
district court found that the termination was not only wrongful in breach of the contract, but that
it was deceptive in violation of the Connecticut Unfair Trade Practices Act.               Because
Connecticut law applies and the district court’s findings rest on a permissible view of the
evidence, we affirm except as to the calculation of postjudgment interest on damages.

                                       I. BACKGROUND

       Powdered Metal was itching to get into the automotive industry. The powdered metal
flange was its ticket. Through an independent sales representative, it offered to supply the part to
Bosal. After welding the flanges onto exhaust pipes, Bosal would sell the assembled part to a
third manufacturer, DMAX, who would then use the flange to mount the exhaust system to
diesel engines sold to General Motors.

       The parties entered into a contract, which took the form of a quote accepted by Bosal.
Powdered Metal agreed to supply 90,000 flanges per year with a monthly output of 7,500
flanges, which were to be delivered to Bosal in Connecticut. Connecticut was also the state
where Powdered Metal operated and manufactured the flanges. Initial orders would not be
fulfilled until sixteen weeks after the flange specifications were finalized in early June 2014.
This lead time would allow Powdered Metal to make any necessary arrangements to fulfill the
orders, such as obtaining raw materials and training employees.

       Sixteen weeks was not soon enough. Due to mounting pressure from DMAX, Bosal
demanded delivery of the first batch of flanges by late June 2014 and an increased monthly
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output moving forward. This was not an idle demand. Failure to comply with its demands
would put a kink in the supply chain and shut down the General Motors assembly line. And if it
did not comply, Bosal warned that it, DMAX, or General Motors would “crush” Powdered Metal
with litigation or chargebacks of a million dollars a day. Powdered Metal gave in to Bosal’s
demands.

       Manufacturing problems quickly emerged. Cracks in the flanges began to appear in early
July and production temporarily moved from Connecticut to Illinois in August after a machine
press failed on two occasions. After the cracks became more prevalent in later shipments, Bosal
instructed Powdered Metal in mid-October to halt production so that it could identify the root
cause of the cracked flanges.

       Two months passed without a word from Bosal. Its silence gave rise to speculation. In a
late October email to Powdered Metal from its parent company, PSM Industries, Inc., one
executive surmised that Bosal “went deep and silent” because it “went back to an earlier design
with . . . a stamped flange” and switched suppliers. (Trial Ex. 97, Appx. 0037.) But there was
still a belief that new orders would come in after completing the root cause investigation.

       As it turned out, Bosal had switched suppliers. It had been talking with suppliers in
secret as early as late September and by mid-October, the same time it halted production at
Powdered Metal, it had already finalized its decision to switch to a different supplier and to
terminate the contract with Powdered Metal. Meanwhile, Bosal told Powdered Metal it was
completing a root cause investigation, accepted additional flanges, and applauded it for its
“continued support to return to a normalized situation where we can fill the pipeline.” (Trial Ex.
48, Appx. 0030.) It did not notify Powdered Metal of its decision to terminate the contract,
however, until December 12.

       Powdered Metal then brought a claim against Bosal under the Connecticut Unfair Trade
Practices Act. After a five-day bench trial, the district court found that Bosal’s termination of the
contract was not only wrongful, but that its conduct in doing so was “clearly misleading and
intentional”—and thus deceptive in violation of the Act. (R. 123, PageID 4129–30.) The district
court awarded Powdered Metal $784,360 in attorneys’ fees under the Act, $51,550 in discovery
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sanctions, and $216,934.44 in damages for a related breach-of-contract claim, including
postjudgment interest on damages at the Connecticut statutory rate of ten percent. Both parties
appealed.

                                         II. ANALYSIS

       We review the district court’s findings of fact for clear error and its conclusions of law de
novo in an appeal from a judgment entered after a bench trial. Byrne v. United States, 857 F.3d
319, 326 (6th Cir. 2017). Mindful of our deference to factual findings, we conclude that the
district court did not err in holding that Bosal’s wrongful termination of the contract violated the
Connecticut Unfair Trade Practices Act based on its finding of attendant deception. Nor was its
determination of fees and damages an abuse of discretion apart from its calculation of
postjudgment interest.

       A. Choice of Law

       As an initial matter, we agree with the district court that Connecticut law is the proper
choice of law, so that Powdered Metal’s claim properly arises under the Connecticut Unfair
Trade Practices Act.

       We are presented here with a choice between Connecticut and Michigan law.                 In
choosing between them, we must apply the choice-of-law rules of Ohio as the forum state, which
has adopted the two-step approach set forth in the Restatement (Second) of Conflict of Laws.
Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941); Morgan v. Biro Mfg. Co.,
474 N.E.2d 286, 288 (Ohio 1984). The first step is to determine if there is an actual conflict
between the substantive laws of the states involved. Glidden Co. v. Lumbermens Mut. Cas. Co.,
861 N.E.2d 109, 115 (Ohio 2006). Only if they conflict must we proceed to the second step to
choose between them. Morgan, 474 N.E.2d at 288–89.

       There is no real dispute that the two states’ laws conflict. Connecticut recognizes the
type of claim brought against Bosal, while Michigan forecloses it. Michigan, like Connecticut,
prohibits unfair trade practices under the Michigan Consumer Protection Act. Compare Mich.
Comp. Laws § 445.903(1), with Conn. Gen. Stat. § 42-110b. Unlike Connecticut law, however,
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it does not apply to the type of business transaction at issue here. Instead, it applies only to “the
conduct of a business providing goods, property or services, primarily for personal, family or
household purposes.” Slobin v. Henry Ford Health Care, 666 N.W.2d 632, 634 (Mich. 2003)
(quoting Mich. Comp. Laws § 445.902(d)).

       The dispute is one of choice. For claims sounding in tort, as here, we must choose the
law of the state with “the most significant relationship to the occurrence and the parties.”
Restatement § 145(1); see Bailey Employment Sys., Inc. v. Hahn, 655 F.2d 473, 475 (2d Cir.
1981). To make that determination, we are instructed to consider:

       (1) the place of business of the parties;
       (2) the place where the injury occurred;
       (3) the place where the conduct causing the injury occurred;
       (4) the place where the relationship, if any, between the parties is centered; and
       (5) any factors under Section 6 that we may deem relevant to the action.

Morgan, 474 N.E.2d at 289 (citing Restatement § 145(2)). These factors are to be evaluated
according to their relative importance to the issue presented. Id. (citing Restatement § 145).

       As is often the case in multistate disputes, many of the location-based factors point in
opposite directions. Powdered Metal’s principal place of business is in Connecticut, while
Bosal’s is in Michigan. And Powdered Metal suffered financial injuries in Connecticut, while
Bosal’s conduct causing those injuries occurred primarily in Michigan. No matter how Bosal
puts it, the place of business of nonparty entities, like General Motors, has no place in an inquiry
that expressly looks to the location of “the parties.” Restatement § 145(2)(c).

       The remaining factors point in the direction of applying Connecticut law.                 The
relationship between the parties is centered in Connecticut. It is true that Powdered Metal
initiated the relationship through an independent sales representative in Michigan. But it did not
remain centered there for long. The remainder of the relationship centered around the purchase
of flanges under the contract, nearly all of which were manufactured in Connecticut. They were
also delivered there. Under the law of both states, “title passes to the buyer at the time and place
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at which the seller completes his performance with reference to the delivery of goods.” Mich.
Comp. Laws § 440.2401(b); Conn. Gen. Stat. § 42a-2-401.            Because the contract specifies
“F.O.B. (Watertown, CT.),” Powdered Metal completed performance—and ownership of the
flanges transferred to Bosal—in Connecticut. (Trial Ex. 5, Appx. 0020.)

       Taking into account the interests of each state in having its own law applied under
Section 6 of the Restatement confirms that Connecticut law should apply. Restatement § 6(2)(c).
Michigan unquestionably has an interest in protecting its businesses from excessive liability for
unfair trade practices. See In re Air Crash Disaster Near Chicago, Illinois on May 25, 1979, 644
F.2d 594, 613–14 (7th Cir. 1981). But the state with the “strongest interest” in regulating unfair
trade practices, whether liability is imposed or foreclosed, is the state where the harm occurred.
See Pilgrim v. Universal Health Card, LLC, 660 F.3d 943, 946 (6th Cir. 2011). Because the
harm occurred in Connecticut, it is Connecticut that has the strongest interest.

       The parties do not contend that any other Section 6 factor is relevant, save for one. Bosal
contends that applying Michigan law would provide “certainty, predictability, and uniformity of
result” in its disputes with other suppliers. Restatement § 6(f). As we see it, the only uniformity
concern in applying Connecticut law is that Bosal may be subject to liability in some disputes,
but not others. That is not the sort of variation that concerns us. Uniformity concerns come into
play when applying different laws to the same contract. Mill’s Pride, Inc. v. Cont’l Ins. Co., 300
F.3d 701, 710 (6th Cir. 2002). And there is no indication that Bosal’s unspecified contracts with
other suppliers include the same terms as the one with Powdered Metal, especially given that it
was Powdered Metal that drafted the contract.

       B. Connecticut Unfair Trade Practices Act

       The wrongful termination of the flange contract, paired with Bosal’s attendant deception,
violated the Connecticut Unfair Trade Practices Act.         The Act prohibits any person from
engaging in “unfair or deceptive acts or practices in the conduct of any trade or commerce.”
Conn. Gen. Stat. § 42-110b(a). To prevail, a plaintiff must prove: (1) an unfair or deceptive act
or practice, (2) an ascertainable loss, and (3) causation—that the loss was realized as a result of
the improper act or practice. Id. § 42-110g(a).
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       Under the Act, deceptive conduct extends to simple breaches of contract when
accompanied by intentional misrepresentations.         Naples v. Keystone Bldg. & Dev. Corp.,
990 A.2d 326, 337–38 (Conn. 2010) (collecting cases). On this point, the parties agree. The
disagreement centers not on a question of law, but on whether the contract was breached and
whether Bosal made an intentional misrepresentation as part of that breach. We review the
district court’s factual findings on these issues for clear error. Byrne, 857 F.3d at 326.

       The termination was wrongful in breach of the contract because Bosal’s two-month delay
failed to provide reasonable notice of termination. It is true that the contract does not specify a
precise end date, so that it is terminable at will. Conn. Gen. Stat. § 42a-2-309(2). Under
Connecticut law, however, contracts of indefinite duration still require “reasonable notification”
of termination. Id. § 42a-2-309(2).

       Through its silence and secret dealings, Bosal also intentionally misled Powdered Metal
into believing that it planned to fulfill the contract. It did so by accepting additional flanges from
Powdered Metal and, on October 6, highlighting Powdered Metal’s “continued support to return
to a normalized situation where we can fill the pipeline,” all the while knowing that it had
already decided to switch suppliers. (Trial Ex. 48, Appx. 0030.) Indeed, an internal email
suggests that Bosal decided to switch suppliers as early as September 19, 2014 (Trial Ex. 207,
Appx. 0237–0239) and had reached an agreement with a new supplier (SSI) by October 3, 2014
(Trial Ex. 29, Appx. 0078–0079.) Although the district court’s opinion does not explicitly
reference these emails, we may affirm on any grounds supported by the record. See Lawrence v.
Chancery Court of Tennessee, 188 F.3d 687, 691 (6th Cir. 1999). If that were not enough, Bosal
indicated on October 13 that it was halting production not because of its decision made by that
time to terminate the contract, but “due to the ongoing root cause analysis.” (Trial Ex. 26, Appx.
0076.) And, as the district court found, Bosal and Powdered Metal continued to engage in root
cause analysis until December, even starting a new phase of the analysis called density testing
“after Bosal decided to switch flange suppliers.” (R. 123, PageID 4125.) Instead of dispelling
the belief that new orders would come in after completing the analysis, Bosal chose to conceal its
decision to terminate the contract even as it strung Powdered Metal along during this period.
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       Bosal would have us interpret its silence as reasonable notification of termination,
pointing to a late October email from PSM Industries to Powdered Metal surmising the same. In
that email, one executive speculated that it “[l]ooks like they went back to an earlier design
with . . . a stamped flange” and switched suppliers. (Trial Ex. 97, Appx. 0037.) But one
executive’s speculation does not amount to knowledge, let alone notice of termination. And
even if that interpretation were permissible, the district court’s interpretation after a five-day
bench trial that it did not amount to notice is equally so. “Where there are two permissible views
of the evidence, the factfinder’s choice between them cannot be clearly erroneous.” Anderson v.
City of Bessemer City, N.C., 470 U.S. 564, 574 (1985). It is with that principle in mind that we
also reject Bosal’s contention that its representations were anything other than intentionally
misleading.

       Finally, Powdered Metal has met its minimal burden to show that it suffered an
ascertainable loss as a result of the deception. A plaintiff need only prove that the deceptive
conduct was the proximate cause of a loss that is “capable of being discovered, observed or
established.” Hinchliffe v. Am. Motors Corp., 440 A.2d 810, 815 (Conn. 1981). As the district
court found, the deception deprived Powdered Metal of the remaining value of the contract and
potential customers. The remaining value of the contract may not extend beyond the reasonable
notification period and Powdered Metal declined to seek damages for lost customers. But these
shortcomings merely serve to limit or foreclose its ability to recover damages. Powdered Metal
may still recover reasonable attorneys’ fees under the Act. Serv. Rd. Corp. v. Quinn, 698 A.2d
258, 265 (Conn. 1997).

       C. Attorneys’ Fees

       The district court acted within its discretion in awarding attorneys’ fees to Powdered
Metal. See Conn. Gen. Stat § 42-110g. The amount is challenged by both parties, so it should
come as no surprise that Bosal argues for less, while Powdered Metal argues for more. We
ordinarily defer to a district court’s determination of a fee award and will overturn its decision
only if it abuses its discretion. Hayes v. Comm’r of Soc. Sec., 895 F.3d 449, 452 (6th Cir. 2018).
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       Fees awarded for unsuccessful breach-of-contract and unfair trade practice claims are a
major source of heartburn for Bosal. But the district court was permitted to do so because there
is no reasonable basis for segregating the time expended on them. Fabri v. United Techs. Int'l,
Inc., 387 F.3d 109, 130 (2d Cir. 2004) (interpreting Connecticut law). To the contrary, the
claims were intertwined because they all arose from a single contract premised on the same
dispute. Cf. Jacques All Trades Corp. v. Brown, 752 A.2d 1098, 1105 (Conn. App. Ct. 2000)
(denying attorneys’ fees for an unsuccessful breach-of-contract claim where the unfair trade
practices claim related to a different contract).

       For its part, Powdered Metal complains of reductions in the hourly attorney rates and
total fee amount. But the district court acted well within its discretion. In reducing rates for out-
of-district attorneys, the district court balanced a set of competing presumptions—that the
prevailing district rate and the higher rate paid by Powdered Metal are reasonable—against
relevant factors under Connecticut law, including the lack of difficulty in the issues presented.
See Romag Fasteners, Inc. v. Fossil, Inc., 2015 WL 5787019, at *2-3 (D. Conn. Sept. 30,
2015), vacated in part on other grounds, 866 F.3d 1330 (Fed. Cir. 2017); Steiger v. J.S. Builders,
Inc., 663 A.2d 432, 435-36 (Conn. App. Ct. 1995). It was reasonable for the district court to then
reduce the total fee amount by twenty percent, rather than parse the billing records for
unrecoverable fees.     Powdered Metal failed to exclude fees that even it agreed were not
recoverable. It is not the role of the district court to serve as its green-eyeshade accountant. Fox
v. Vice, 563 U.S. 826, 838 (2011).

       Powdered Metal has no shortage of complaints. It challenges numerous other aspects of
the fee award, including fees for paralegals, litigation support staff, and work on this appeal, in
addition to fees for a discovery sanction. We find no abuse of discretion in the district court’s
reasoned determination of the fees within these categories.

       D. Postjudgment Interest

       We agree with both parties that the district court made a mistake of law in calculating
postjudgment interest on damages flowing from Powdered Metal’s separate breach-of-contract
claim according to Connecticut’s statutory rate of ten percent. In diversity cases, federal law
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controls postjudgment interest under 28 U.S.C. § 1961. Estate of Riddle ex rel. Riddle v. S. Farm
Bureau Life Ins. Co., 421 F.3d 400, 409 (6th Cir. 2005). Interest shall be calculated from the
date of the judgment according to the weekly average one-year constant maturity Treasury yield
for the preceding calendar week. 28 U.S.C. § 1961(a).

                                      III. CONCLUSION

       We affirm in part and reverse in part the judgment of the district court.
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              ________________________________________________________

                  CONCURRING IN PART AND DISSENTING IN PART
              ________________________________________________________

       LARSEN, Circuit Judge, concurring in part and dissenting in part. I agree with the
majority that the district court erred in applying Connecticut’s statutory postjudgment interest
rate rather than the federal rate required under 28 U.S.C. § 1961.           I also agree that the
Connecticut Unfair Trade Practices Act (CUTPA) applies to Powdered Metal’s unfair trade
practices claim. But I do not think the district court made findings sufficient for us to review its
decision that Bosal violated CUTPA. I would vacate that part of the opinion and remand the
case for the district court to reconsider the issue and provide more detailed findings.

       The district court correctly noted that a CUTPA violation requires: (1) an unfair or
deceptive act or practice; (2) an ascertainable loss; and (3) causation. Conn. Gen. Stat. § 42-
110(g)(a).   Unsurprisingly, “not every contractual breach rises to the level of a CUTPA
violation.” Naples v. Keystone Bldg. & Dev. Corp., 990 A.2d 326, 337 (Conn. 2010) (quotation
omitted).    Instead, liability lies where there is a breach plus some other aggravating
circumstance. See Ulbrich v. Groth, 78 A.3d 76, 101 (Conn. 2013). The Connecticut Supreme
Court has explained: “CUTPA was intended to provide a remedy that is separate and distinct
from the remedies provided by contract law when the defendant’s contractual breach was
accompanied by aggravating circumstances.” Id.

       In my view, the district court did not make findings sufficient to support its determination
that Bosal violated CUTPA. The entirety of the district court’s analysis regarding the CUTPA
violation—a single paragraph—stated:

       Admittedly, aggressive business tactics do not necessarily equal an unfair trade
       practice. In this case, Bosal’s pattern of troubling conduct—for example, its
       unilateral demands and belligerent posturing regarding the ramp-up and
       accelerated production—culminated in its wrongful termination of the flange
       contract. This Court concludes Bosal’s actions in terminating the contract rise to
       the level of unfair conduct. This is highlighted by the two-month delay in
       notifying [Powdered Metal] that Bosal had switched to a different flange supplier,
       thus allowing [Powdered Metal] to believe Bosal planned to fulfill the contract.
       Bosal’s actions were clearly misleading and intentional. Because of Bosal’s
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       action, [Powdered Metal] was deprived of the remaining value of the flange
       contract, and it was also prevented from supplementing its business with new
       orders from other customers.

Bosal Indus.-Georgia v. PM Engineered Solutions, Inc., No. 3:14 CV 2635, 2016 WL 6216140,
at *8 (N.D. Ohio Oct. 25, 2016).

       I agree with the majority that we owe deference to the district court’s factual findings,
especially where, as here, the court held a five-day bench trial in a complex case. See Byrne v.
United States, 857 F.3d 319, 326 (6th Cir. 2017). But a close examination of the district court’s
analysis does not support its conclusion that Bosal’s tactics amounted to unfair or deceptive trade
practices.   Although the district court referenced Bosal’s “pattern of troubling conduct”
regarding the ramped-up production schedule, the district court had previously concluded,
regarding that same conduct, that while it “acknowledge[d] Bosal’s aggressive tactics,” it did
“not find Bosal improperly intimidated [Powdered Metal].” Bosal Indus.-Georgia, 2016 WL
6216140, at *7. The court found that Powdered Metal had “presented no evidence that Bosal
threatened any ‘illicit action’ if [Powdered Metal] refused to comply with its demands, but
instead warned [Powdered Metal] that it (and possibly DMAX or GM) would go after [Powdered
Metal] with charge-backs or litigation.” Id. Finding no “duress” or “improper[] intimidat[ion],”
the district court found that Powdered Metal “chose to stick it out and continue production.” Id.
If the district court did not believe that Bosal’s actions leading up to the termination were
improper and also found that Powdered Metal had agreed to operate under the ramped-up
production schedule, how then do these actions support a finding of an unfair or deceptive trade
act? The district court did not explain.

       The only other “troubling conduct” the district court referenced was that, for two months,
Bosal failed to notify Powdered Metal that it had switched to a different supplier. But failing to
provide reasonable notice was the breach itself. See id. And a CUTPA violation requires a
breach plus aggravating circumstances. See Ulbrich, 78 A.3d at 101; see also Boulevard Assocs.
v. Sovereign Hotels, Inc., 72 F.3d 1029, 1038 (2nd Cir. 1995) (“[A] simple breach of contract
does not offend traditional notions of fairness . . . [and] therefore did not violate CUTPA.”)
(collecting cases). The district court had to identify some aggravating behavior—beyond its
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breach of the contract—to find that Bosal violated CUTPA, but none appears. Although the
district court concluded that Bosal took some unidentified “actions” that were “clearly
misleading and intentional,” it failed to explain what they were or how they misled.

         The majority suggests three ways in which Bosal might have “intentionally misled
Powdered Metal into believing that it planned to fulfill the contract.” First, the majority states
that Bosal “accept[ed] additional flanges from Powdered Metal” even after it had decided to
switch suppliers. Even accepting this as true,1 where the breach consists of failure to provide
“reasonable notice” of termination of an at-will contract, it will always be the case that the
breaching party will have continued to behave, until notice is given, as if the contract would be
ongoing. That is the breach; something more is required for that breach to become an unfair
trade practice.

         Second, the majority faults Powdered Metal for communicating its “‘continued support to
return to a normalized situation where we can fill the pipeline,’ all the while knowing that it had
already decided to switch suppliers.” But the district court never found that this statement was
false or misleading. Indeed, the district court’s opinion does not reference this statement at all.
And it is not even clear that the statement was made after Powdered Metal had decided to
terminate the contract. The email the majority references was sent on October 6, 2014, but the


        1It is not clear that the district court actually found that Powdered Metal accepted additional flanges after it
had decided to switch suppliers. In determining that Bosal had breached the contract, the district court stated:
         Bosal decided to terminate the contract and switch to another flange supplier in mid October 2014
         after purchasing roughly 34,000 flanges. It provided [Powdered Metal] no notice of any alleged
         breach at that time. The only possible documented notice of breach that Bosal provided, at any
         time, was its SCAR reports, dated July and September 2014. But Bosal continued to order and
         accept additional flanges even after this point. The SCAR reports included no suggestion that
         Bosal intended to end its contractual relationship with [Powdered Metal].
Bosal Indus.-Georgia, 2016 WL 6216140 at *7. The most natural reading of this passage is that Bosal “continued to
order and accept additional flanges even after” the July and September 2014 SCAR reports, not after it had “decided
to terminate the contract and switch to another flange supplier in mid October.” At a minimum, the passage does
not clearly indicate that the district court found the latter. The district court found as a fact that “Bosal last ordered
flanges from PMES in October 2014, before the testing was completed.” Id. at *4. As record support for this
finding, the district court cited testimony referring to an October 13 email, which asked Powdered Metal “to
immediately stop machining” and to “confirm when the new batch of material is due to arrive.” Even if this email
indicates a new order, rather than an inquiry about an existing order, October 13 is not clearly after PMES decided
to switch suppliers in mid-October. At best the timeline is uncertain, and I would remand for the district court to
clarify.
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district court found that “Bosal decided to terminate the contract and switch to another flange
supplier in mid October.” Id. at *7. At the very least, the timing is unclear, and it should be for
the district court to clarify.

         Finally, the majority suggests that Bosal lied when it “indicated that it was halting
production not because of its decision made by that time to terminate the contract, but ‘due to the
ongoing root cause analysis.’” But, again, the district court did not find that Bosal’s statement
was false. As to timing, the email referenced here was sent on October 14, 2014, which is not
clearly after Bosal’s decision to terminate the contract, made, according to the district court, “in
mid October.” Id. And the district court made no findings that the root cause analysis, which
everyone concedes actually took place, was somehow a sham.

         In sum, each of the majority’s three attempts to fortify the district court’s unexplained
finding of a CUTPA violation falls short. The district court found that “Bosal decided to
terminate the contract and switch to another flange supplier in mid October,” id., but none of the
“intentionally mis[leading]” actions identified by the majority clearly took place after that date.
The most that can be said in support of the verdict is that the record is unclear. I would
accordingly vacate that portion of the district court’s opinion and remand for the district court to
take another look.

         The majority does not believe a remand is necessary. Instead, the majority concludes that
“an internal email suggests that Bosal decided to switch suppliers as early as September 19, 2014
and had reached an agreement with a new supplier (SSI) by October 3, 2014.” In other words,
the majority reasons, the CUTPA violation can be sustained because, on its own reading of the
record, Bosal had decided to switch suppliers in mid September, or early October. There is just
one problem: that is not what the district court found. The district court found that Bosal
decided to switch suppliers “in mid October.”2 The majority does not conclude that this finding
was clearly erroneous. But, in order to sustain the district court’s ultimate conclusion of a
CUTPA violation, the majority substitutes its own findings of fact for those of the district court.

         2Inone part of the opinion, the district court had stated that Bosal had decided to switch suppliers “by mid-
October.” Id. at *5 (emphasis added). Later, the district court said that Bosal decided to terminate the contract “in
mid-October.” Id. at *7 (emphasis added). Any ambiguity is just more reason to allow the district court to clarify.
 Nos. 16-4324/    Premium Freight Mgmt., et al. v. PM Engineered Solutions, Inc.           Page 15
 17-3832/3841

       The majority sustains the CUTPA violation by concluding that Bosal had arrived at a
final decision to switch suppliers earlier than the district court found. But the evidence the
majority cites does not require that conclusion. The September 19 email shows only that Bosal
had concerns about Powdered Metal as a supplier and that at least one person was of the opinion
they should switch suppliers or start a second source. And while the October 3 email shows that
Bosal was in serious talks with another supplier and wanted them to begin certain work, Bosal
still clarified in that email what would happen in the event Bosal cancelled this work, suggesting
that this new supplier relationship may not have been concrete.          All the October 3 email
definitively shows is what the district court said regarding this same email, that “Bosal was
exploring its options with other suppliers,” id. at *4, which surely is not always the same as
having reached a final decision to terminate an at-will contract. I do not dispute that, at least the
October 3 email could support the finding the majority makes—but it most certainly does not
compel it. And so, I do not believe these emails can sustain the majority’s implicit conclusion
that the trial court’s mid-October date was clearly in error.

       Here the district court’s conclusory finding that Bosal’s actions were “misleading and
intentional” is insufficient. I would vacate and remand for the district court to identify which
statements or actions rose to this level and to explain why, and so I respectfully dissent. Because
I would vacate the district court’s determination that Bosal violated CUTPA, I would also vacate
the district court’s award of attorney’s fees under CUTPA pending its resolution of that claim.
