                                                                                                                           Opinions of the United
2003 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


3-14-2003

Wm M Hendrickson Inc v. Natl RR Passenger
Precedential or Non-Precedential: Non-Precedential

Docket 02-2551




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"Wm M Hendrickson Inc v. Natl RR Passenger" (2003). 2003 Decisions. Paper 740.
http://digitalcommons.law.villanova.edu/thirdcircuit_2003/740


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                                                                               NOT PRECEDENTIAL

                             UNITED STATES COURT OF APPEALS
                                  FOR THE THIRD CIRCUIT


                                             No. 02-2551


                               WILLIAM M. HENDRICKSON, INC.,
                                                   Appellant

                                                   v.

                     NATIONAL RAILROAD PASSENGER CORPORATION


                             Appeal from the United States District Court
                                 for the Eastern District of Pennsylvania
                                      (D.C. Civil No. 00-cv-03711)
                            District Court Judge: Honorable Anita B. Brody


                           Submitted Pursuant to Third Circuit LAR 34.1(a)
                                          March 11, 2003

                    Before: RENDELL, AMBRO and MAGILL*, Circuit Judges

                                        (Filed: March 14, 2003)


                                     OPINION OF THE COURT




____________________

*The Honorable Frank J. Magill, Senior Circuit Judge for the Eighth Circuit, sitting by
designation.

RENDELL, Circuit Judge.
        William M. Hendrickson, Inc. (“Hendrickson”) appeals the judgment of the District

Court in favor of National Railroad Passenger Corporation (“Amtrak”) on Hendrickson’s

breach of contract and misappropriation of trade secrets claims. We will affirm.

        Hendrickson is a Pennsylvania corporation with its principal place of business in

Pennsylvania. Amtrak is a federal corporation chartered under the laws of, and with its

principal place of business in, the District of Columbia. The District Court had diversity

jurisdiction under 28 U.S.C. § 1332 and federal question jurisdiction under 28 U.S.C. §§

1331 and 1349. We exercise jurisdiction over the Court’s final order pursuant to 28

U.S.C. § 1291.

        As we write solely for the parties, we recite only those facts necessary to our

analysis. Hendrickson contracted with Amtrak to provide air conditioning units for

Amtrak’s railroad cars. These air conditioning units contained a specific refrigerant known

as a “R134A” refrigerant. Amtrak terminated its final contract with Hendrickson because

Hendrickson did not meet the stated delivery schedule. After terminating its contract with

Hendrickson, Amtrak developed a performance specification for an R134A air conditioning

system with the intent of holding a new competitive bid for the system. Amtrak then

contracted with RAM Motors & Controls, Inc. to provide air conditioning units.

        Hendrickson filed suit against Amtrak for breach of contract and misappropriation

of trade secrets. After a bench trial, the District Court found in favor of Amtrak on both

counts. Hendrickson now appeals, arguing that the Court misapplied Pennsylvania law in



                                                    2
interpreting the contract, and in finding no misappropriation. We review the Court’s

interpretation of the law, including its construction of the contract, de novo, and its findings

of fact for clear error. Coalition to Save Our Children v. State Bd. of Educ. of Del., 90 F.3d

752, 759 (3d Cir. 1996).

        We will affirm the District Court’s judgment on both claims. On the breach of

contract claim, we agree with the Court that the delivery schedule was part of the contract.

See Pa. Cons. Stat. Ann. § 2207(b). We also agree that Hendrickson was in default of the

contract because it failed to perform according to the delivery schedule, that the delivery

dates were essential terms of the contract, see Pa. Cons. Stat. Ann. § 1205(d), and that

Amtrak did not cause Hendrickson’s inability to perform by returning non-defective units,

withholding funds, or not providing Hendrickson with a steady flow of purchase orders.

See Apalucci v. Agora Syndicate, Inc., 145 F.3d 630, 634 (3d Cir. 1998) (citing

Pennsylvania law for the rule that “when one party to a contract unilaterally prevents the

performance of a condition upon which his own liability depends, the culpable party may

not then capitalize on that failure”). The Court accordingly did not err in concluding that

Amtrak was not liable for breach of contract.

        With respect to the misappropriation of trade secrets claim, we agree with the Court

that Hendrickson has not proven that 1) it held a trade secret in the design of its R134A

unit, 2) a confidential relationship existed between Hendrickson and Amtrak with respect to

the trade secret, or 3) Amtrak disclosed or used (or will disclose or use) the trade secret.

See DEN-TAL-EZ v. Siemens Capital Corp., 566 A.2d 1214, 1228-29 (Pa. Super. 1989)

                                                      3
(following Restatement of Torts § 757). The Court accordingly did not err in concluding

that Amtrak was not liable for misappropriation.

        Because the District Court correctly interpreted Pennsylvania law regarding breach

of contract and misappropriation of trade secrets, and its findings that Amtrak was not

liable to Hendrickson on either claim were not clearly erroneous, we will affirm.




____________________




                                                    4
TO THE CLERK OF COURT:

     Please file the foregoing not precedential opinion.




                                                       Judge Marjorie O. Rendell
                                                       Circuit Judge




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