MEMC Electronic Materials, Inc. v. BP Solar International, Inc.

EYLER, JAMES R., J. MEMC Electronic Materials, Inc. and MEMC Pasadena, Inc. (collectively referred to as “MEMC” or “appellant”) appeal from a judgment entered by the Circuit Court for Frederick County, after a jury verdict awarding damages for breach of contract to BP Solar International, Inc. (“BP Solar” or “appellee”). 1 Prior to 2004, pursuant to a longstanding relationship, appellant supplied appellee with silicon powder for use in manufacturing solar panels at its Frederick, Maryland facility. Seeking to continue that relationship, the parties exchanged e-mails in 2004 concerning a long-term supply contract to run through 2007. After shipping nearly 224 metric tons (MT) of silicon powder in 2005, appellant discontinued its shipments. Consequently, on April 30, 2007, appellee filed suit charging appellant with breach of contract.

Prior to trial, appellee filed four amended complaints. 2 At trial, appellee contended that the e-mail exchanges and the parties’ previous course of dealing and performance created a three-year contract, requir ³²⁸ ing appellant to ship its output of silicon powder to appellee, with a minimum of 150 MT per year. Appellant’s primary contention was that there was no meeting of the minds between the parties and, therefore, no contract. After an extensive two-week trial, the jury determined that the parties did form an agreement, and returned a verdict in favor of appellee in the amount of $8,849,447 as partial cover damages for appellant’s discontinued performance. Perceiving no reversible error, we shall affirm.

Factual and Procedural Background Appellee, a manufacturer of solar energy products, makes photovoltaic panels (also known as solar panels) that are used to convert sunlight into electricity. Appellant is in the business of selling wafers, polysilicon, and other silicon raw feedstock. In 1996, appellee purchased silicon powder from appellant, previously a waste by-product of appellant’s polysilicon production process, in order to determine whether the silicon powder, inexpensive at the time, could be used to lower manufacturing costs. Silicon powder proved useful in reducing costs, and it created a competitive advantage for appellee.

Consequently, in 1997, the parties entered into a written, one and a half page sales agreement for the purchase of silicon powder for a two-year period running from April 1, 1997, through March 30, 1999. The agreement required appellant to supply appellee with four MT of silicon powder per month at a price of $3.00 per kilogram. Over the two-year period, appellee sent purchase orders confirming quantity, price, shipping, and other details, and appellant sent the appropriate invoices. In March 1998, the parties extended this agreement through December 31, 2000.

The extension increased the amount of silicon powder to ten MT per month at a price of $3.25 per kilogram, beginning January 1, 1999, and continuing through the end of the contract. Again, confirming purchase orders and subsequent invoices were issued. ³²⁹ Between 2001 and 2004, the parties entered into less formal documented arrangements. These supply agreements were generally consummated through and documented by e-mail exchanges. 3 Each time, after agreement, the parties would follow the usual sequence of purchase orders, invoices, and contractual performance. Ultimately, anticipating imminent shortages in the market for silicon feedstock supplies, appellee recognized a need to secure long term contracts for the supply of silicon powder.

As a result, Pat Barron, appellee’s Frederick warehouse manager, was authorized to arrange a long term supply contract with appellant. Herein lies the dispute. It is uncontested that several e-mails were exchanged between August 4, 2004, and November 9, 2004, concerning a long term supply contract between the parties. A printed copy of each e-mail was admitted into evidence.

The primary dispute concerns the legal significance of those e-mails. On August 4, 2004, Mr. Barron e-mailed Sanjeev Lahoti, appellant’s product manager, requesting a “quotation (e-mail is fine) for 300 MT of powder per year for calendar years 2005 through 2007. Upon receipt, BP Solar will forward our purchase agreement for these quantities.” Mr. Lahoti’s September 17 response stated: After reviewing our options we want to commit 150MT of powder per year for the next 3 years. The pricing for 2005 would be $3.50/kg.

Pricing for 2006 and 2007 would be negotiated in October of the previous year. MEMC would offer to BP any additional quantity available for the following year at th[at] time. ³³⁰ Thereafter, on September 27, 2004, Mr. Barron and Mr. Lahoti discussed, via telephone, the arrangement or contemplated arrangement between the parties. In an e-mail later the same day to Bill Poulin, plant manager at BP Solar’s Frederick plant, on which Mr. Lahoti was copied, Mr. Barron described this conversation as follows: I had a phone conversation with Sanjeev this morning clarifing [sic] the MEMC proposal below. Sanjeev indicates that the 150MT is essentially the minimum available for each calendar year 2005-2007.

Since this is scrap material for MEMC, their engineering staff has been tasked with improving yield and this is their target based on current levels of production. Sanjeev anticipates the available quantity of powder will be larger (especially in 2005) but did not want to quote a figure higher than their budgeted targets. He has confirmed BP Solar’s “right of first refusal” for all quantities of powder they produce. Pricing can be negotiated during MEMC’s visit in October.

(Emphasis in original). In his responsive e-mail the following day, Mr. Lahoti stated, “I agree with Pat’s comments below. I look forward to meeting you and Pat during our visit.” Two weeks later, on October 13, 2004, Mr. Barron e-mailed Mr. Lahoti asking for confirmation on price. The e-mail stated: I hope MEMC felt as poitive [sic ] about our meeting as we did.

As a follow up, you mentioned that you felt you could do better on the pricing of the powder going forward. If you would please send me something in writing, I can begin moving things on this end in terms of a purchase agreement. As stated earlier, BP Solar will commit to taking all quantities available in 2005 and would like to have a right of first refusal in 2006-2007. On November 9, 2004, Mr. Barron e-mailed Mr. Lahoti concerning purchase orders for the 2005 and 2006 shipments of silicon powder.

He stated: BP Solar has submitted to MEMC our purchase orders #22692 and #22693 for silicon powder to cover calendar ³³¹ years 2005 and 2006. We are not limiting the quantities we would purchase as we will take all the powder that is available under our agreement of right-of-first-refusal (see below). However, I had to put a quantity on the purchase order so I used the same volume that we have been receiving this year. Again, we will take whatever quantities you have available and adjust the PO accordingly.

We would also like to give MEMC a purchase order for our 2007 requirements. Does that work for you? Following this series of e-mail conversations, appellant shipped nearly 224 MT of silicon powder during 2005. The last shipment occurred on December 30, 2005.

In late February 2006, appellee contacted appellant because it had not received any shipments since December. Upon inquiry, appellee was informed that appellant was experimenting with ways to recycle its silicon powder in its process, and therefore, it had only minimal excess powder. In essence, appellant advised appellee that it should not rely on further shipments. Accordingly, appellee filed suit, seeking damages for breach of a contract allegedly formed through the parties’ e-mail exchange.

Prior to trial, appellant moved for summary judgment, arguing that as a matter of law, the parties had never reached the clear meeting of the minds necessary to form a contract. The motion was denied. Appellant argued then and throughout the trial that appellee had changed its position, during the pleading and discovery process, as to the terms of the alleged contract. During the trial, appellant continued its stance that the e-mails did not evidence a meeting of the minds.

At the close of appellee’s case, and at the close of all evidence, appellant moved for judgment, reasserting its argument that appellee could not make up its own mind regarding the terms of the alleged contract and could not prove a clear meeting of the minds. These motions were also denied. After a two-week trial, the jury found that the parties entered into a contract by which appellant was obligated to supply appellee with silicon powder for the years 2005-07. ³³² The jury further found that appellant breached this contract. Consequently, it awarded damages in the amount of $8,849,447 as partial cover damages that resulted from appellant’s failure to supply appellee with silicon powder in 2007.

Additional facts will be incorporated as necessary to complete our discussion. Questions Presented Appellant presents a number of issues for our review, which we condense and restate as follows: 4 1) Whether appellant preserved for review its challenge to the sufficiency of the writings under the Statute of Frauds and, if so, whether the printed copies of the e-mails are sufficient to satisfy the Statute. 2) Whether the trial court abused its discretion and whether appellant was prejudiced by court rulings (a) admitting into evidence the prior sworn testimony of Sanjeev Lahoti regarding an alleged corporate practice of appellant of selling polysilicon products to third parties on the spot market, notwithstanding prior contractual obligations; (b) excluding from evidence appellee’s original and first, second, and third amended complaints; (c) initially precluding use of ³³³ Mr. Barron’s original deposition testimony, as distinguished from errata pages, during his cross-examination, but later allowing its use during appellant’s case in chief; and (d) responding to a question from the jury during deliberations, which allowed the jury to determine if the parties entered into a general contract, rather than requiring the jury to determine if the parties entered into an output contract. 3) Whether the trial court abused its discretion in admitting the expert testimony of Richard Winegarner, and whether such testimony was sufficient to support the jury’s damages award. Contentions 1. Appellant’s Contentions With respect to the Statute of Frauds issue, question 1, appellant contends that the Statute of Frauds was not satisfied with respect to the year 2007. 5 To that point, appellant argues that there were no writings sufficient to indicate a contract for sale for 2007 because the parties’ exchanges never advanced beyond negotiations.

Appellant notes that appellee did not send any purchase orders to appellant for the year 2007 that could serve to satisfy the merchant’s exception to the Statute. 6 With respect to question 2, appellant contends that the trial court erred in a number of rulings. In that respect, appellant argues that (1) the admission of Mr. Lahoti’s testimony from another case was unduly prejudicial and lacked probative value as irrelevant “routine practice” evidence; (2) appellee’s superseded complaints were admissible as statements of a party opponent; (3) the court’s delayed allowance of appellant ³³⁴ to play excerpts from Mr. Barron’s deposition testimony could not cure the prejudicial effect of the court’s initial refusal during live cross-examination; and (4) the trial court improperly responded to a question from the jury during deliberations, which allowed the jury to find a contract different from that alleged in the fourth amended complaint, an output contract, which was defended against at trial. Finally, with respect to question 3, appellant contends that the court erred with respect to Mr. Winegarner’s testimony. Appellant argues that Mr. Winegamer lacked the qualifications, methodology, and factual basis necessary to provide expert testimony.

Appellant further argues that Mr. Wine-garner’s opinions pertaining to the reasonable price of silicon powder did not provide the jury with sufficient evidence to support a damages verdict because his opinions were not tied to “time of delivery.” Lastly, appellant argues that Mr. Winegarner’s opinions regarding reasonable price were tied to an alleged output contract and, therefore, left the jury without any factual basis for assessing damages for breach of a contract in general. 2. Appellee’s Contentions Preliminarily, appellee argues that appellant failed to preserve for review its argument concerning the Statute of Frauds and the merchants’ exception because it neglected to argue this point in its motions for judgment at the close of appellee’s case and at the close of all the evidence. In the event the issue is preserved, appellee argues that, collectively, the printed e-mails satisfied the Statute and/or the merchants’ exception, and that the parties’ demonstrated intent to negotiate prices for subsequent years did not render the contract unenforceable. With respect to the court’s rulings challenged in question 2, appellee argues that the court did not abuse its discretion.

Appellee further argues that, even if the court erred in any of these respects, such errors were not sufficiently prejudicial as to constitute reversible error. ³³⁵ Finally, with respect to Mr. Winegarner’s expert testimony, appellee argues that appellant failed to preserve this issue for appeal. Nevertheless, assuming the issue is preserved, appel-lee contends that Mr. Winegarner is an undisputed expert in polysilicon, that his opinions were indeed grounded on an adequate factual basis, and that his opinions provided sufficient factual basis to enable the jury to determine the reasonable price for silicon under a three-year agreement. Discussion 1. Challenge to Sufficiency of Writings Under the Statute of Frauds A. Preservation of Issue for Appeal In seeking reversal of the trial court’s judgment, appellant argues that the parties attempted to negotiate an agreement for 2007 but never reached agreement.

Consequently, there was not and could not be a confirmatory writing that would satisfy the merchants’ exception because there was no agreement to confirm. Appellant notes that appellee never sent a purchase order for silicon powder for 2007, as it did for the years 2005 and 2006. Preliminarily, appellee responds by arguing that appellant failed to preserve this challenge for review by neglecting to argue this specific point in its two motions for judgment. Appellant presents its arguments in the abstract and does not tie them to a particular ruling by the court.

We assume, as does appellee, that the alleged basis for error is the denial of appellant’s motions for judgment, pursuant to Maryland Rule 2-519, on the ground that the Statute was not satisfied. A motion for judgment must “state with particularity all reasons why the motion should be granted.” Maryland Rule 2-519(a). In that respect, it is well-settled that “[f]ailure to state a reason [why the motion for judgment should be granted] serves to withdraw the issue from appellate review.” Kent Vill. Assocs.

Joint Venture v. Smith, 104 Md.App. 507, 517 , 657 A.2d 330 (1995); see also Laubach v. Franklin Square Hosp., 79 Md.App. 203, 208 , 556 A.2d 682 (1989) (“[I]n ³³⁶ order to preserve an issue for appellate review, the moving party must have, in to [sic ] making the motion either at the close of the plaintiffs case or after all the evidence, stated with particularity all reasons why the motion should be granted.”) (Internal quotations omitted). With respect to the breach of contract count, appellant argued in support of its first motion that (1) there was no definitive offer and acceptance because Mr. Lahoti’s e-mail dated September 28, 2004 merely served to confirm Mr. Barron’s understanding of the negotiations, and (2) appellee’s breach of contract claim was barred by a one-year statute of limitations provision included in the parties’ 1997 supply agreement. In support of its renewed motion at the close of all the evidence, appellant incorporated its earlier arguments and, in addition, argued that because the alleged contract did not include a price, a damage award could only be supported by testimony regarding a reasonable price at the time of delivery pursuant to § 2-305 of the Maryland Uniform Commercial Code (“MD UCC”). Thus, according to appellant, the absence of such testimony required the jury to speculate on the issue and, therefore, warranted judgment in its favor regarding appellee’s claim for cover damages.

On the record before us, it is apparent that none of these arguments pertain to appellant’s current contention on appeal that no writing by appellee was sufficient to satisfy the merchants’ exception to the Statute of Frauds. Consequently, this issue is not properly preserved for appellate review. B. The Writings Satisfy the Statute of Frauds and Its Merchants’ Exception Assuming appellant’s argument is preserved, we conclude it is without merit. Commercial Law Section 2-201(1) of the MD UCC provides: [A] contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his ³³⁷ authorized agent or broker.

A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing. Maryland Code (2002 Repl.Vol.), § 2-201(1) of the Commercial Law Article (“CL”). Thus, the Statute effectively requires a writing that (1) is sufficient to indicate a contract for sale of goods of $500 or more between the parties; (2) is signed by the party against whom enforcement is sought; and (3) contains a quantity term. 7 The rule also provides an exception for merchants, which states that a writing in confirmation of the contract and sufficient against the sender that is received by a party who has reason to know of its contents satisfies the requirements of subsection (1) against the receiving party unless written notice of objection is given within ten days of receipt. CL § 2-201(2).

We conclude that the e-mail exchange between the parties satisfies both the requirements of the Statute and the merchants’ exception. As noted above, appellant argues that there was no writing that satisfied the Statute of Frauds pertaining to the 2007 calendar year. To this point, appellant argues that it “never signed any writing sufficient to indicate that a contract for sale of silicon powder for three years was ever made between itself and [appellee].” Moreover, appellant points to the fact that appellee sent purchase orders in 2005 and 2006 that satisfied the merchants’ exception for those years, but failed to send a purchase order for 2007. With respect to the November 9, 2004 e-mail from Mr. Barron to Mr. Lahoti, appellant argues that this writing is merely representative of ongoing negotiations and does not “indicate that a contract for sale has been made for 2007, nor is it [confirmative] of a contract for 2007.” ³³⁸ Here, however, the question regarding whether there was a contract and, if so, its terms, was left to the jury.

Appellant does not challenge the court’s determination that whether a contract existed was a jury question; its challenge is limited to the requirements of the Statute of Frauds. With respect to quantity, there was evidence that the parties agreed to a specific quantity or a minimum quantity with a right of first refusal of output or an agreement to buy output. The jury was instructed as to the relevant contract principles, including considerations relevant to an output contract. After reviewing all of the documents and testimonial evidence, the jury determined that the parties entered into a three-year contract that covered the 2007 calendar year.

The relevant question on the verdict sheet, which the jury answered in the affirmative, was: “Do you find that the parties entered into a contract by which MEMC was obligated to supply BP Solar with silicon powder for calendar years 2005, 2006, and 2007?” Thus, we do not know the terms of the contract as found by the jury, except to the extent we can infer them from the damages awarded. Appellee’s position during trial was that it had the right to appellant’s output with a minimum quantity. It claimed damages for the years 2004-2007, consisting of cover damages under CL § 2-712, non-delivery damages under CL § 2-713, and consequential and incidental damages under CL § 2-715. The verdict sheet reveals that the damages awarded were only for “partial cover damages.” The jury awarded “0” damages for “non-delivery damages,” “consequential damages,” and “incidental damages.” Christopher Rosenthal and Mr. Wine-garner, appellee’s expert witnesses, opined, inter alia, as to the amount of cover damages for the year 2007, calculated at a contract price of $8.00 per kilogram, assuming a contract existed between the parties herein.

The witnesses applied that price to the amount of silicon purchased from other suppliers by appellee in that year, and compared it to the actual price paid by appellee in that year. Because the amount awarded by the jury as cover damages matched the amount of cover damages claimed for the year 2007, as ³³⁹ testified to by appellee’s experts, appellant infers that the jury found that appellant was obligated to make its output available to appellee at a contract price of $8.00 per kilogram, and it awarded the entire amount claimed. On appeal, appellant does not raise any issue regarding the initial jury instructions or the verdict sheet. As a result, appellant’s argument that the Statute of Frauds was unsatisfied because there was no contract that could be confirmed in writing must necessarily fail.

The jury determined there was a contract. Thus, what we must determine is whether there was a legally sufficient confirmatory writing. While underlying facts may be disputed in a given case, when resolved, the ultimate decision as to whether a writing satisfies the Statute’s requirements is a question of law. Salisbury Bldg.

Supply Co. v. Krause Marine Towing Corp., 162 Md.App. 154, 161 , 873 A.2d 452 (2005). We review decisions involving application of Maryland statutory law for legal correctness under a de novo standard of review. Schisler v. State, 394 Md. 519, 535 , 907 A.2d 175 (2006) (discussing de novo review of issues involving interpretation and application of Maryland constitutional, statutory, or case law). Here, the printed e-mails constitute a sufficient writing under the Statute.

Maryland law recognizes that a series of communications can satisfy the Statute’s requirements. See Tatum v. Richter, 280 Md. 332, 335-36 , 373 A.2d 923 (1977) (holding that a purchase order and bill of sale established the existence of an oral contract and satisfied the Statute). In addition, e-mail communications can amount to a sufficient writing under the Statute. See CL § 1-201(46) (noting that “ ‘writing’ includes printing, typewriting, or any other intentional reduction to tangible forms”).

In that regard, if so intended, a typed name is a sufficient signature as an agent of the party against whom enforcement is sought. See id. § 1-201, cmt. 39 (“No catalog of possible authentications can be complete and the court must use common sense and commercial experience in passing upon these matters. The question ³⁴⁰ always is whether the symbol was executed or adopted by the party with present intention to authenticate the writing.”). Furthermore, the purpose of the Statute is to avoid fraud — not to prevent enforcement of legitimate transactions.

Consequently, in regard to that purpose, we have stated that the Statute is intended to prevent successful fraud [through] inducing the enforcement of contracts that were never in fact made. It is not to prevent the performance or enforcement of oral contracts that have in fact been made; it is not to create a loophole of escape for dishonest repudiators. Therefore, we should always be satisfied with “some note or memorandum” that is adequate, when considered with the admitted facts, the surrounding circumstances, and all explanatory and corroborative and rebutting evidence, to convince the court that there is no serious possibility of consummating a fraud by enforcement. Collins v. Morris, 122 Md.App. 764, 773-74 , 716 A.2d 384 (1998).

This purpose has guided our examination of the sufficiency of particular writings under the Statute: The Statute of Frauds was not enacted to afford persons a means of evading just obligations; ... nor was it adopted to enable defendants to interpose the Statute as a bar to a contract fairly, and admittedly, made.... Therefore, if after a consideration of the surrounding circumstances, the pertinent facts and all the evidence in a particular case, the court concludes that enforcement of the agreement will not subject the defendant to fraudulent claims, the purpose of the Statute will best be served by holding the note or memorandum sufficient even though it is ambiguous or incomplete. Salisbury Bldg. Supply Co., 162 Md.App. at 162 , 873 A.2d 452 (quoting Williston on Contracts, § 29:4 at 437-38 (4th ed.1999)).

Thus, even an incomplete writing can be sufficient so long as the court is satisfied that enforcement of the agreement will not advance a fraudulent claim. With these principles in mind, we turn to the last requirement, that the writing contain a quantity term, which was the subject of much dispute at the trial court level. Though the ³⁴¹ verdict sheet does not reveal the precise terms of the contract that the jury found, it is evident that the e-mails support a finding of a specific minimum quantity (150 MT) with a right of first refusal of output or an agreement to buy output. In either event, appellant was obligated to make its output available to appellee.

As discussed, the writing requirement in the Statute of Frauds is designed to prevent fraud, not prevent enforcement of legitimate transactions. With respect to the quantity term, because of the factual uncertainty as to the terms of any contract, the jury had to resolve that issue. Once resolved, we look to the writing to see if it contains a quantity term because the contract cannot be enforced beyond the quantity stated. Here, Mr. Lahoti’s September 17, 2004 e-mail committed appellant to 150 MT per year for three years.

Thereafter, Mr. Baron’s September 27 e-mail clarifying the proposal as to quantity stated that 150 MT was the minimum amount of silicon powder available for 2005-07, and that appellee held a right of first refusal for all excess quantities produced. Mr. Lahoti’s responsive e-mail of September 28 served as confirmation of the terms by stating “I agree with Pat’s comment’s below.” Thus, taken together, these e-mails represent the parties’ reciprocal agreement that appellant would make its output available to appellee and would supply a minimum amount. Therefore, the September 28 e-mail served as a writing sufficient to satisfy the quantity term of the contract. Finally, we note that the e-mail dated September 27 from Mr. Barron to Mr. Lahoti and Mr. Poulin satisfies the merchants’ exception.

That e-mail, especially in light of Mr. Lahoti’s September 28 reply, serves as the required confirmatory e-mail under the exception. Thereafter, neither Mr. Lahoti nor any agent of appellant sent written notice of objection within ten days as required by the Statute. Consequently, the September 27 e-mail satisfies the merchants’ exception to the Statute. As a result, we reject appellant’s argument that the Statute of Frauds bars appellee’s claim as to the year 2007. ³⁴² 2.

Rulings of the Court First, appellant contends that the court improperly admitted deposition testimony of Mr. Lahoti from a prior action involving another of appellant’s customers. Next, appellant challenges the court’s refusal to admit into evidence appellee’s amended complaints. Additionally, appellant argues that, during its cross-examination of Mr. Barron, the trial court improperly precluded the use for impeachment purposes of the witness’s original deposition testimony. Lastly, in addition to appellant’s evidentiary challenges, appellant argues that the trial court’s response to a jury note received during deliberations constituted an abuse of discretion.

We have noted that “[t]he admission or exclusion of evidence is left to the sound discretion of the trial court.” Lomax v. Comptroller of Treasury, 88 Md.App. 50, 54 , 591 A.2d 1311 (1991). We review rulings pertaining to the admissibility of evidence for an abuse of discretion, Brown v. Daniel Realty Co., 409 Md. 565, 583 , 976 A.2d 300 (2009), which occurs where “no reasonable person would share the view taken by the trial judge.” Id. at 601 , 976 A.2d 300 . Maryland Rule 5-103(a) states that “[e]rror may not be predicated upon a ruling that admits or excludes evidence unless the party is prejudiced by the ruling.” “It is not the possibility, but the probability, of prejudice which is the object of the appellate inquiry.” Crane v. Dunn, 382 Md. 83, 91 , 854 A.2d 1180 (2004) (internal quotations omitted). Further, “[we] will only reverse upon finding that the trial judge’s determination was both manifestly wrong and substantially injurious.” Lomax, 88 Md.App. at 54 , 591 A.2d 1311 (internal citation omitted). “The party maintaining that error occurred has the burden of showing that the error complained of likely affected the verdict below.” Brown, 409 Md. at 584 , 976 A.2d 300 .

These considerations will guide our analysis of the complained of evidentiary rulings. A. Admission of Mr. Lahoti’s Prior Testimony Appellee sought to introduce evidence under Rule 5-406 to establish that appellant had a “corporate practice of ³⁴³ shipping polysilicon to the highest bidder on the spot market due to revenue pressures notwithstanding and in violation of its contractual commitments to long standing customers, like [appellee].” 8 The court did not permit appellee to introduce all of the evidence that it proffered. The court did permit appellee to introduce the following testimony by Mr. Lahoti, in a deposition taken in litigation involving ASi Industries GmbH (“ASi”), another of appellant’s customers. 9 During that deposition, Mr. Lahoti testified: Q: So the corporate policy at MEMO was that if someone was willing to pay more, you would sell to that customer, notwithstanding the fact that you might have a contractual commitment to another customer having a lower price? A: ... [I]t wasn’t a written policy, no.

Q: But that was a policy? A: We did that, yes. Q: And that policy came from where? A: It came from my, my supervisor____ Appellant objected, explaining that this testimony was irrelevant, as it concerned an allocation provision of an acknowledged contract with ASi that appellant argued allowed it to sell high to one customer rather than low to another.

Thus, according to appellant, it had no bearing on whether the parties in the case at bar had ever formed a contract. ³⁴⁴ In allowing the excerpt, the court made specific findings of relevance, and stated that the excerpt was “relevant as to how each party saw [the alleged contract]----I think that the way [appellant] operated is relevant to its view of whether there was a contract or not.” On appeal, appellant reasserts its argument that this testimony was irrelevant as it served no purpose in evaluating whether the parties ever formed a contract. Additionally, appellant argues that even if this evidence had slight probative value, the risk of unfair prejudice and confusion vastly outweighed that value, thereby rendering the evidence inadmissible under Maryland Rule 5-403. 10 As stated, the question of relevance is quintessential^ within the trial court’s discretion. See, e.g., Fenner v. State, 381 Md. 1, 25 , 846 A.2d 1020 (2004) (“It is well established in Maryland that the admission of relevant evidence, ... is committed to the considerable and sound discretion of the trial court and will not be disturbed on appeal absent a clear abuse of discretion.”); Merzbacher v. State, 346 Md. 391, 404-05 , 697 A.2d 432 (1997) (stating that “[o]nce a finding of relevancy has been made, we are generally loath to reverse a trial court unless the evidence is plainly inadmissible under a specific rule or principle of law or there is a clear showing of an abuse of discretion”). Here, while refusing to admit several other excerpts of prior testimony whereby appellant’s officials described the alleged corporate practice to which Mr. Lahoti testified, the court distinguished this particular excerpt by explaining that “Mr. Lahoti was directly [and intimately] involved with this contract.” Therefore, according to the court, the Lahoti excerpt had special relevance to the issue of whether the parties ³⁴⁵ reached an agreement because it could be found to provide insight as to appellant’s view of its relationship with appellee: that notwithstanding its prior contractual commitment, appellant could sell to a customer willing to pay a higher price.

We see no clear abuse of discretion that would warrant reversal. With respect to Rule 5-403, appellant makes only one argument. Appellant argues that admitting this excerpt was prejudicial because the court would not allow appellant to explain the context of Mr. Lahoti’s testimony without opening the door to appellee’s introduction of additional corporate practice evidence. In essence, appellant sought from the court permission to call a witness to explain the context of Mr. Lahoti’s testimony, without allowing complete cross-examination of that witness.

Though this may have created for appellant an undesirable dilemma, it is not the type of ruling that can be considered “manifestly wrong and substantially injurious.” Lomax, 88 Md.App. at 54 , 591 A.2d 1311 . Consequently, we perceive no abuse of discretion. B. Exclusion of Superseded Complaints Appellant next challenges the court’s exclusion of appellee’s complaints filed prior to its fourth amended complaint. On April 30, 2007, appellee filed its original complaint, which stated that “the parties reached an agreement regarding the sale of silicon powder by [appellant] to [appellee] for the calendar years 2005 and 2006;” that “[t]he parties agreed upon minimum quantities that Lappellant] would sell and ship to [appellee];” and that “[i]f any additional quantities were generated, the parties agreed that [appellee] had a right of first refusal for the additional quantities of silicon powder” that were produced.

Relying on these factual assertions, appellee claimed, inter alia, that appellant breached a two-year supply contract, pursuant to which appellee held a right of first refusal for excess quantities produced, for the calendar years of 2005 and 2006. ³⁴⁶ Thereafter, on October 5, 2007, appellee filed its first of a series of amended complaints, asserting, inter alia, that the alleged contract actually covered the three calendar years from 2005-2007. (Emphasis added). This complaint continued to assert appellee’s right of first refusal for additional quantities of silicon powder that appellant produced. On January 11, 2008, appellee filed its second amended complaint, which encompassed an additional factual assertion that “[t]he terms of the agreement were set forth in a series of writings that included email exchanges between the parties and purchase orders....” Ultimately, on May 26, 2009, appellee filed a fourth amended complaint, 11 wherein appellee alleged that appellant “refus[ed] to comply with its agreement to give [appellee] the right to purchase all additional quantities of silicon powder that [were] produced in each of those years.” The complaints were signed by counsel but not by a corporate representative of appellant.

At trial, appellant argued that appellee changed its initial allegation that the parties entered into a two-year supply agreement with a right of first refusal of output to allege that, in fact, the parties entered into a three-year output contract in which appellee was obligated to buy output. In so doing, appellant attempted to introduce the superseded complaints into evidence, arguing that the inconsistencies in the complaints substantiated its position that there was never “any clear meeting of the minds "with respect to the formation of the alleged contract,” because appellee “had never been able to state, authoritatively and consistently, what it believed to be the terms of its alleged contract with [appellant].” Thus, because appellee “could not even make up its own mind as to the terms of its alleged contract, then it could not possibly have ever reached a meeting of the minds as to any terms of any such