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Where a plaintiff has moved for reconsideration of an order regarding the validity of a contract, the motion should be allowed in part, as the contract is ambiguous.
“After the court issued an Opinion and Order on January 31, 2025, both parties moved for reconsideration. On September 22, 2025, the court issued an opinion and order resolving Benteler Automotive Corporation’s motion. This opinion addresses Pridgeon & Clay, Inc.’s motion.
“In its January 31, 2025 Opinion & Order (the ‘Order’), this Court held that all but one of the Scheduling Agreements (‘SAs’) between Pridgeon & Clay, Inc. (‘P&C’) and Benteler Automotive Corporation (‘Benteler’) violate the UCC’s statute of frauds. The Court held that one contract, called the ‘Group 2 contract’ or SA number U550003400, satisfied the statute of frauds. P&C seeks reconsideration of the Court’s Order with respect to its ruling on the Group 2 contract.
“P&C argues that the Group 2 contract contains three conflicting provisions that render it ambiguous. According to P&C, the ambiguity must be resolved against Benteler, the drafter of the agreement.
“The true conflict lies between the two ‘Special Terms.’
“These two provisions, when read together, create an inherent tension. Provision One obligates Benteler to purchase a substantial portion of its ‘requirements’ from the Supplier, while Provision Two appears to reserve Benteler’s right to forego purchases altogether. The first imposes a duty based on Benteler’ s actual needs; the second disclaims any duty to purchase any patis, regardless of need.
“This contradiction gives rise to an ambiguity.
“Accordingly, the court concludes that the agreement is ambiguous with respect to Benteler’s purchasing obligations. The ambiguity concerns whether the contract creates a binding requirements relationship, or whether Benteler retained full discretion not to purchase any parts despite the apparent commitment to source 60%-100% of its requirements from the Supplier. Resolution of this ambiguity may depend on extrinsic evidence of the parties’ intent at the time of contracting.”
