## Facts

- Druckzentrum Harry Jung GmbH & Co. KG, a German printing company, printed Motorola cell-phone user manuals for the Europe, Middle East, and Asia (EMEA) region for years.
- In 2007, Motorola implemented a vendor-bidding program; Druckzentrum won work related to EMEA manuals.
- In early 2008, the parties executed a written purchasing agreement for a two-year term.
- The agreement required Motorola to make a good-faith effort to purchase 2% of its global user-manual needs from Druckzentrum, while permitting reductions/termination for specified reasons, including business downturns and Motorola’s convenience.
- The contract contained an integration clause stating it was the parties’ entire agreement, superseding prior discussions.
- Roughly midway through the term, Motorola’s cell-phone sales declined sharply; Motorola consolidated manufacturing and distribution in China and decided to source related print products there.
- Motorola transitioned away from Druckzentrum over several months; Druckzentrum later entered bankruptcy proceedings in Germany.
- Druckzentrum sued in the Northern District of Illinois, alleging (i) breach of an asserted exclusive right to EMEA manual printing, (ii) breach of the 2% good-faith-effort obligation, and (iii) fraud in the inducement based on alleged pre-contract assurances about exclusivity and volume.

## Issues

1. Whether the written, integrated contract granted Druckzentrum an exclusive right to all EMEA user-manual printing, and whether prior negotiations could be used to establish exclusivity.
2. Whether Motorola breached its obligation to make a good-faith effort to purchase 2% of its global user-manual needs from Druckzentrum when it consolidated operations in China after a sales downturn.
3. Whether the evidence created a triable issue that Motorola fraudulently induced Druckzentrum to enter into, or continue performing under, the agreement.

## Decision

- The Seventh Circuit affirmed the judgment for Motorola.
- The court upheld dismissal of the exclusivity-based breach claim because the contract did not contain an exclusivity promise and the integration clause barred using prior understandings to add such a term.
- The court affirmed summary judgment on the 2% good-faith-effort claim because the contract contemplated shortfalls for reasons including business downturns, and there was no evidence Motorola acted in bad faith.
- The court affirmed summary judgment on fraudulent inducement because the record did not support the required elements, including justifiable reliance and proof of intentional deception.

## Legal Principles

- A fully integrated written contract controls; an integration clause generally precludes parol evidence offered to add to or contradict unambiguous terms, including attempts to imply exclusivity not stated in the agreement.
- A contractual promise to make a “good-faith effort” to meet a purchase target is not a fixed-volume guarantee, especially where the contract identifies contingencies that may justify missing the target (such as business downturns).
- Summary judgment is proper on fraud in the inducement when the evidence does not support misrepresentation with scienter and intent to deceive, and when alleged assurances conflict with an integrated written agreement such that reliance is not justifiable.

## Conclusion

The Seventh Circuit enforced the parties’ integrated supply contract as written, rejecting an exclusivity theory absent express contractual language, finding no evidence that Motorola’s China consolidation during a downturn breached its good-faith-effort purchase obligation, and holding that the record did not support a triable claim of fraudulent inducement.


Druckzentrum Harry Jung GmbH & Co. KG v. Motorola Mobility LLC, 774 F.3d 410 (7th Cir. 2014)