HRMM&L Trial Team Secures $1.5 Million Win in Major Breach of Contract Case
Hamburg, Rubin, Mullin, Maxwell & Lupin’s commercial litigation attorneys, Mark Himsworth, Brittany Ann Kane, and Mark Umansky, recently secured a significant trial victory for the firm’s client, Cenova, in a major breach of contract action against Tessera (formerly Skookum).
The trial judge in the United States District Court for the Eastern District of Pennsylvania held that a Memorandum of Understanding (MOU) executed between Cenova and Skookum created an enforceable contract under Pennsylvania law, and that Skookum’s actions constituted a clear breach of that contract.
Cenova, the incumbent snow removal contractor for Boeing’s Ridley Park facility, entered into an MOU with Skookum in September 2019. The MOU provided that if Skookum secured Boeing’s bundled services contract, Cenova would perform all snow removal work as Skookum’s subcontractor. In return, Cenova shared proprietary information to support Skookum’s bid. Despite this commitment, Skookum, after winning the Boeing contract, retained a different subcontractor and used Cenova’s confidential information to assist in that substitution.
Following a three-day non-jury trial, the trial judge ruled in Cenova’s favor, holding that the MOU constituted an enforceable contract under Pennsylvania law, despite its title. The trial judge found that enforceability depended on the parties’ intent and conduct, not the document’s label and further determined that Skookum breached the MOU’s express terms by excluding Cenova and engaging another subcontractor to perform snow removal services, in direct violation of the MOU’s exclusivity clause. The trial judge rejected Skookum’s defenses, including claims related to Boeing’s subcontractor selection process and Cenova’s pricing, and concluded that Skookum acted in bad faith and misused Cenova’s proprietary information. Cenova proved damages based on lost profits and related costs totaling nearly $1.5 million, with prejudgment interest to be calculated separately.
The trial judge’s decision reinforces several key principles of Pennsylvania contract law. Titles such as “Memorandum of Understanding” do not preclude enforceability when the document contains clear contractual terms and evidence of mutual assent. The ruling also underscores that businesses must honor confidentiality and exclusivity provisions, violations of which, even during competitive bid processes, can lead to substantial liability. Finally, the trial judge reaffirmed that every contract under Pennsylvania law carries an implied duty of good faith and fair dealing in its performance and enforcement.
“This case highlights that businesses cannot disregard their written commitments or use another’s proprietary information for competitive advantage,” said Mark Himsworth. “We are proud to have achieved justice for our client and to have reinforced fundamental principles of good faith and fairness in contracting.”
Cenova’s victory reaffirms the firm’s strength in complex commercial litigation and contract enforcement, as well as the firm’s commitment to protecting clients’ rights in high-stakes business disputes.
To learn more about how HRMM&L’s Litigation Team delivers results for businesses across Pennsylvania, visit our Litigation Practice page or contact us at 215.661.0400.