P&E Solutions, LLC v. Crescent Power Systems, Inc.; Crescent Power Systems, Inc. v. North American Speciality Insurance Company

Summary

The United States District Court for the District of Kansas considers cross-motions for summary judgment in a dispute concerning the delivery of electrical equipment for a Wisconsin construction project. The court holds that the parties formed a binding agreement incorporating Crescent Power’s Terms and Conditions and that the Texas choice-of-law provision governs. The court denies both motions, concluding that the contractual limitation on consequential damages applies only to force majeure events and does not resolve P&E’s breach-of-contract claim.

Holdings

1. P&E's representative's email stating that the terms and conditions were "good with us with the LD/Bonus taken out" objectively manifested unconditional and unequivocal assent, forming a binding agreement to the terms and conditions.
2. The Texas choice-of-law provision is enforceable, and Texas substantive law governs the terms and conditions.
3. The limitation stating that Crescent Power would not be liable for special or consequential damages was part of the force-majeure provision and applied only when a force-majeure event occurred; it did not bar P&E's consequential-damages claim in the absence of such an event.
4. P&E was not entitled to summary judgment on Crescent Power's attorneys'-fees counterclaim because Texas law does not expressly impose a pre-litigation timing requirement for presentment, and Crescent Power's March 6, 2026 email gave P&E a 30-day opportunity to pay and avoid attorneys' fees.
5. P&E was not entitled to summary judgment on Crescent Power's implied-covenant counterclaim because P&E's motion relied on Kansas law even though Texas law governed the terms and conditions, and the parties had not adequately briefed the claim under Texas law.

Questions Presented

1. Whether P&E's representative's email objectively manifested unconditional and unequivocal assent to Crescent Power's terms and conditions.
2. Whether the Texas choice-of-law provision in the terms and conditions was enforceable under Kansas choice-of-law rules and the Due Process Clause.
3. Whether the force-majeure provision's limitation on special or consequential damages applied outside a force-majeure event.
4. Whether Crescent Power's March 6, 2026 email satisfied Texas's statutory presentment requirement for attorneys' fees despite being sent after litigation began.
5. Whether P&E was entitled to summary judgment on Crescent Power's counterclaim for breach of the implied covenant of good faith and fair dealing.

Disposition

other