Niigata Machine Techno Co., Ltd., a Japanese corporation, has filed a lawsuit seeking declaratory relief against a Wisconsin-based company. The complaint was lodged in the United States District Court for the Northern District of Illinois on December 5, 2024, targeting Dynamic Intl of Wisconsin, Inc. Niigata Machine Techno is challenging the enforceability of an agreement with Dynamic Intl that they claim lacks necessary contractual terms.
The heart of the dispute lies in a "Master OEM Agreement" signed on March 6, 2020, between Niigata Machine Techno Co., Ltd. (NMT) and Dynamic Intl of Wisconsin, Inc. (Dynamic). According to NMT's complaint, this agreement allows Dynamic to order specific machine models—NX5000 and NX7000—from NMT for resale in the United States and Canada. However, NMT asserts that the agreement does not specify mandatory purchase quantities or prices for these machines and lacks a defined duration term. As such, NMT contends that the contract may be either unenforceable or terminable at will upon reasonable notice.
NMT argues that under applicable law, contracts lacking essential terms cannot be legally binding or are considered indefinite and thus terminable without cause. Despite this belief, Dynamic has allegedly implied through various communications that the agreement is binding and cannot be unilaterally altered or terminated by NMT without cause. This difference in interpretation has led to legal uncertainty for NMT regarding its business relationship with Dynamic.
In its filing, NMT expresses a desire to terminate its business dealings with Dynamic but hesitates due to potential legal repercussions stemming from the ambiguous nature of their agreement. To resolve this impasse, NMT seeks a court declaration clarifying whether their agreement constitutes an enforceable contract and if it can be terminated without cause. Additionally, they request any further relief deemed appropriate by the court.
Representing Niigata Machine Techno Co., Ltd., attorneys Marc C. Gravino and John J. Holevas from WilliamsMcCarthy LLP have submitted this case before the court. The case ID is 1:24-cv-12500.