ORDER DENYING MOTION FOR JUDGMENT ON THE PLEADINGS
BARRY TED MOSKOWITZ, Chief District Judge.
This case was transferred from the Eastern District of California on May 2, 2012 (see ECF No. 16). On September 28, 2013, Defendant IntuBrite, LLC ("IntuBrite") filed a motion for judgment on the pleadings (ECF No. 28). For the reasons below, the motion is hereby DENIED.
On February 16, 2012, Edu-Science (USA), Inc. ("EDU-USA") brought this action against IntuBrite for breach of contract (ECF No. 2). The Court must accept all factual allegations in the Complaint as true for the purposes of this motion.
IntuBrite contacted EDU-USA around early 2009 for a price quotation on stylettes, which are used in tracheal intubation to open someone's airway. EDU-USA gave IntuBrite a quotation on May 11, 2009. On July 17, 2009, IntuBrite issued a purchase order in the amount of $134, 000 for three different sizes of stylettes, plus $6, 000 for tooling costs. The parties later agreed to eliminate some of the stylettes ordered, and EDU-USA ultimately manufactured $128, 000 in stylettes.
In the purchase order, see Compl., Ex. B, it states that product releases are to be determined ("TBD"), which appears to refer to when the product would be shipped. According to the Complaint, EDU-USA was shipping the stylettes in accordance with IntuBrite's product releases, and completed manufacturing the stylettes by early 2010. However, EDU-USA only shipped $13, 945.60 in stylettes before IntuBrite stopped issuing product releases. EDU-USA issued a new invoice for the balance of $114, 054.40 on September, which has not been paid.
In addition to the stylettes, IntuBrite had also contacted EDU-USA for a price quotation for laryngoscopes with pouches in late 2008 or early 2009. EDU-USA gave IntuBrite a quotation on August 19, 2009, which included tooling costs to be amortized with purchases over time. The quotation also required that EDU-USA have the "[e]xclusive product supply right" until August 14, 2012. See Compl., Ex. D at 2.
On September 10, 2009, IntuBrite issued four purchase orders for the laryngoscopes: 1) purchase order 0001000 for $51, 980.00; 2) purchase order 0001001 for $212, 476.52; 3) purchase order 0001002 for $271, 403.32; and 4) purchase order 0001004 for $531.180.86, for a total of $1, 066, 950.70. While each purchase order includes a delivery date, see Compl., Ex. E-H, EDU-USA alleges that "[t]he delivery date could not be confirmed at that time as Defendant Intubrite was still developing the specifications for the laryngoscopes...." Compl. ¶ 12. According to EDU-USA, it accepted all four purchase orders as the Original Equipment Manufacturer ("OEM"), see id., although this does not appear to be reflected on the quotation or purchase orders themselves.
EDU-USA shipped $162, 610.24 in laryngoscopes to IntuBrite before IntuBrite ordered the shipments be stopped. However, EDU-USA had already manufactured additional laryngoscopes for IntuBrite, which are currently being held in inventory in China. EDU-USA alleges that IntuBrite stopped buying the laryngoscopes from EDU-USA because it found a cheaper supplier in Pakistan. In any event, EDU-USA had bought capital equipment worth approximately $200, 000 to produce the laryngoscopes, which it alleges that it cannot use for any other purpose.
EDU-USA further alleges that IntuBrite "never attempted to terminate the exclusive purchase agreement for [the laryngoscopes], but rather ordered the shipping stopped and ceased paying...." Compl. ¶ 15. According to EDU-USA, when IntuBrite ordered the shipping stopped, there was already a shipment en route that had to be re-routed to a warehouse in Los Angeles, and other items were in various stages of production. IntuBrite ceased all payments in May 2011.
II. LEGAL STANDARD
Under Federal Rule of Civil Procedure 12(c), "[a]fter the pleadings are closed-but early enough not to delay trial-a party may move for judgment on the pleadings."
"Judgment on the pleadings is proper when the moving party clearly establishes on the face of the pleadings that no material issue of fact remains to be resolved and that it is entitled to judgment as a matter of law." Hal Roach Studios, Inc. v. Richard Feiner & Co., Inc. , 896 F.2d 1542, 1550 (9th Cir. 1989). A motion for judgment on the pleadings is "functionally ...