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UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

3CEMS, 

 Plaintiff, Case No: 14-14951 

 Honorable Victoria A. Roberts 

v. 

 

PERCEPTRON, INC., 

 Defendant. 

______________________________/ 

ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S MOTION 

FOR RECONSIDERATION (DOC. 43) 

I. INTRODUCTION 

Perceptron Inc. (“Perceptron”), 3Cems, and non-party Odyssey Electronics, Inc. 

entered into a supply agreement (“Agreement”) for a project called “OS6.” 

3Cems filed a single-count breach of contract complaint against Perceptron, 

alleging that Perceptron breached the Agreement and the Guarantee Letter when it 

failed to pay for ordered component parts. Perceptron says that 3Cems has no right to 

sue it, since its suppliers – and not 3Cems – purchased the units. 

3Cems and Perceptron filed cross-motions for summary judgment. On December 

20, 2016, the Court granted in part and denied in part 3Cems’ motion, and denied 

Perception’s Motion for Summary Judgment. 

Perceptron now asks the Court to reconsider its entire order. Specifically, 

Perceptron says the Court made several errors concerning: 

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1. The separateness of 3Cems and its affiliates; 

2. The number of units covered by the purchase order at issue; 

3. The lack of genuine issues of material fact concerning Paul Eckoff’s authority to 

bind Perceptron to the Guarantee Letter; 

4. The applicability of every argument Perceptron raised concerning the Guarantee 

Letter; and, 

5. The Tolling Agreement and whether it pertained to Perceptron’s statute of 

limitations defense. 

Local Rule 7.1(h)(3) guides the Court in its review of Perceptron’s motion: 

Generally, and without restricting the court’s discretion, the court will 

not grant motions for ... reconsideration that merely present the same 

issues ruled upon by the court, either expressly or by reasonable 

implication. The movant must not only demonstrate a palpable defect 

by which the court and the parties and other persons entitled to be 

heard on the motion have been misled but also show that correcting 

the defect will result in a different disposition of the case. 

E.D. Mich. LR 7.1(h)(3). Palpable defects are those which are “obvious, clear, 

unmistakable, manifest or plain.” Mich. Dep’t of Treasury v. Michalec, 181 F. Supp. 2d 

731, 734 (E.D. Mich. 2002). 

The Court finds that several of Perceptron’s arguments lack merit. The Court will 

not disturb its conclusions that: (1) 3Cems can rightfully sue Perceptron for Breach of 

Contract; (2) it need not address every argument Perceptron raised for the Guarantee 

Letter; and, (3) the statute of limitations defense was not a viable defense. 

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However, the Court believes other arguments made by Perceptron have merit. 

The consideration of them warrants a different outcome. 

II. DISCUSSION 

A. Purchase Order 

Contrary to the Court’s conclusion, Perceptron and 3Cems now both agree 

that Perceptron never issued a 100,000 unit purchase order. At issue is whether 

Perceptron directed 3Cems to purchase component parts for the OS6 project; and 

if Perceptron failed to pay 3Cems for those parts. Perceptron’s breach of the 

Agreement hinges on these issues. 

There is a genuine issue of material fact whether Perceptron breached the 

Agreement. 

B. Scope of Paul Eckoff’s Authority 

Paul Eckoff testified that he lacked authority to sign the Guarantee Letter. 

This creates a genuine issue of fact concerning his authority to bind Perceptron by 

the Guarantee Letter. 

C. Guarantee Letter 

The Guarantee Letter is an acknowledgment that Perceptron will be 

responsible for “all tooling costs and idle material cost on the OS6 series projects 

between Odyssey Electronics Inc., and Prime Foundation Inc.,” under the 

Agreement. Perceptron argues that other suppliers – not Odyssey Electronics and 

Prime Foundation – incurred these costs. 

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Whether Perceptron breached the Guarantee Letter and the amount of 

damages depends on whether Odyssey Electronics and Prime Foundation 

purchased any of the idle component parts. 

There is a genuine issue of material fact whether Perceptron breached the 

Guarantee Letter and whether there were damages. 

III. CONCLUSION 

Having made the above findings that genuine issues of fact exist, the Court 

partially GRANTS and partially DENIES Defendant’s Motion for Reconsideration. 

IT IS ORDERED. 

 S/Victoria A. Roberts 

 Victoria A. Roberts 

 United States District Judge 

Dated: March 30, 2017 

The undersigned certifies that a copy of this 

document was served on the attorneys of 

record by electronic means or U.S. Mail on 

March 30, 2017. 

s/Linda Vertriest 

Deputy Clerk 

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