Idrive logistics8/13/2023 IntegraCore process, on CUSTOMER’S behalf. ♧ 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 20150857-CA 3 2018 UT App 40 iDrive Logistics v. 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 logistics changes 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. of Logistics for IntegraCore and to provide pricing optimization services for IntegraCore.” The Agreement ♦ Even though the parties had experienced significant difficulties, or perhaps because of them, the Agreement provides for substantial entanglement between the two entities. IntegraCore 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.” ♥ 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. The Lawsuit ♤ 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 20150857-CA 2 2018 UT App 40 iDrive Logistics v. iDrive is a consulting firm that uses its industry expertise to help reduce its clients’ shipping costs. The Parties ♣ 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. BACKGROUND ♢ 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. IntegraCore shipping and transportation costs. The petition for rehearing is denied in all other respects. Paragraphs 69 and 70 have been revised to specifically address issues IntegraCore raised in a petition for rehearing, and we hereby grant the petition to that limited extent. This Amended Opinion replaces the Opinion in Case No. MORTENSEN, Judge: ♡ iDrive Logistics LLC contracted with IntegraCore LLC to provide IntegraCore with services designed to optimize its 1. MORTENSEN authored this Amended Opinion, in which JUDGES GREGORY K. Price, Attorneys for Appellee JUDGE DAVID N. 20150857-CA Filed MaFourth District Court, Provo Department The Honorable Fred D. 2018 UT App 40 THE UTAH COURT OF APPEALS IDRIVE LOGISTICS LLC, Appellee, v.
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