This process includes collecting and analyzing CUSTOMER’S current parcel shipping data, pricing and Carrier contracts establishing negotiation parameters with the CUSTOMER issuing Request For Proposals (RFP) to the Carriers collecting and analyzing the Carriers’ responses to the RFP negotiating pricing, terms and conditions with the Carriers presenting analysis on Carrier proposals to the CUSTOMER. ♧ The Agreement further outlines the "pricing optimization services" that iDrive contracted to provide to IntegraCore, referred to in the Agreement as CUSTOMER: As VP of logistics, iDrive will also manage the contract negotiation/optimization process with Carrier(s), as well as the contract maintenance process, on CUSTOMER’S behalf. The obligations for iDrive’s designee as the vice president of logistics were to spend two days in IntegraCore’s operations learning logistics practices help recruit a director of logistics provide recommendations for logisticsĬhanges work directly with carriers regarding carrier agreements, services, and changes conduct two additional visits over the next two quarters after the Agreement was executed and monitor transportation cost trends. Of note is a requirement in the Agreement that iDrive’s president, or another mutually agreed upon person, be appointed as vice president of logistics at IntegraCore. ♦ Even though the parties had experienced significant difficulties, or perhaps because of them, the Agreement provides for substantial entanglement between the two entities. of Logistics for IntegraCore and to provide pricing optimization services for IntegraCore." ♥ IntegraCore filed an answer and counterclaim in May 2013, raising claims of breach of contract and breach of the implied covenant of good faith and fair dealing based on "iDrive’s failure to fulfill its contractual obligations as Vice President. ♤ iDrive filed this action in March 2013, alleging, among other things, (1) "IntegraCore failed to flow all significant logistics decisions through iDrive" (2) "IntegraCore failed to timely provide iDrive with information regarding changes in its arrangements with Carriers" (3) "IntegraCore failed to compensate iDrive for changes in its arrangements with Carriers as required by the terms of " and (4) "IntegraCore diverted USPS shipments that were required to be made on the iDrive negotiated USPS contract, and instead secretly and without iDrive’s knowledge or consent made those shipments using a different USPS contract rate." iDrive is a consulting firm that uses its industry expertise to help reduce its clients’ shipping costs. ♣ IntegraCore is a logistics company that provides supply chain management, warehousing, packaging, and distribution services to its clients. Once again each side claims breach and so the complicated history of the Agreement and the parties’ attempts to operate under the Agreement must be understood. Another dispute arose shortly thereafter that was resolved by yet a third agreement in 2011 (the Agreement)-the subject of this interlocutory appeal. Soon thereafter, each claimed the other had breached the agreement and the impasse was resolved by way of a new agreement in 2010. ♢ This saga of business contractual dysfunction began when iDrive and IntegraCore entered into a 2009 agreement. IntegraCore, on interlocutory appeal, challenges those decisions. Accordingly, the court granted summary judgment in favor of iDrive and denied IntegraCore’s motion for summary judgment. On competing motions for partial summary judgment, the district court concluded that iDrive performed under the contract and IntegraCore did not. Both iDrive and IntegraCore alleged breach of contract and breach of the covenant of good faith and fair dealing. iDrive sued IntegraCore for breach of the agreement and IntegraCore counterclaimed. ♡ iDrive Logistics LLC contracted with IntegraCore LLC to provide IntegraCore with services designed to optimize its shipping and transportation costs.
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