I-Ca Enters., Inc. v. Palram Ams., Inc., No. B243362

CourtCalifornia Court of Appeals
Writing for the CourtCHAVEZ, J.
Citation185 Cal.Rptr.3d 24,235 Cal.App.4th 257
PartiesI-CA ENTERPRISES, INC., Plaintiff and Appellant, v. PALRAM AMERICAS, INC., Defendant and Appellant; Plasgad Plastic Products Agricultural Cooperative Ltd. of Kibbutz Gadot, Defendant and Respondent.
Decision Date18 February 2015
Docket NumberNo. B243362

235 Cal.App.4th 257
185 Cal.Rptr.3d 24

I-CA ENTERPRISES, INC., Plaintiff and Appellant
v.
PALRAM AMERICAS, INC., Defendant and Appellant;
Plasgad Plastic Products Agricultural Cooperative Ltd. of Kibbutz Gadot, Defendant and Respondent.

No. B243362

Court of Appeal, Second District, Division 2, California.

Filed February 18, 2015


Law Office of Richard L. Weiner, Richard L. Weiner and Stephen M. Astor for Plaintiff and Appellant.

Lewis Brisbois Bisgaard & Smith and Roy G. Weatherup Los Angeles, for Defendant and Appellant.

Kevin P. Kane Associates, Inc. and Kevin P. Kane Los Angeles, for Defendant and Respondent.

OPINION

CHAVEZ, J.

235 Cal.App.4th 261

I-CA Enterprises, Inc. (I-CA) appeals from a final judgment following a jury trial on I-CA's claims of tortious interference with contractual relations against defendants Palram Americas, Inc. (Palram), and Plasgad Plastic Products Agricultural Cooperative Ltd. of Kibbutz Gadot (Plasgad). I-CA argues that it was entitled to a finding of joint and several liability against both defendants, rather than a separate award against each defendant. I-CA further

185 Cal.Rptr.3d 29

argues that the trial court erred in granting a judgment notwithstanding the verdict (JNOV) on the issue of punitive damages as to Palram and a nonsuit on the issue of punitive damages as to Plasgad. Finally, I-CA argues that the prevailing party determination as between I-CA and Plasgad must be reversed and remanded for redetermination.

Palram cross-appeals from the judgment, arguing that no substantial evidence supports the jury verdict against it for compensatory damages on the theory of tortious interference with contractual relations. Finding no error we affirm the judgment.

FACTUAL BACKGROUND

The business relationships between the parties

I-CA is a small business incorporated in California in 1993 by husband and wife Adina Aloni and Doron Aloni (Aloni). I-CA stands for Israel-California. I-CA was established for the purpose of importing products from Israel to California.

235 Cal.App.4th 262

Palram is a company based in Israel that manufactures and sells corrugated panels in the United States.1 Palram uses the extrusion method to produce the corrugated panels. The panels were attached to structures with wood closure strips—also manufactured by Palram—that matched the corrugation of the Palram panels. In 1993, Palram started trying to sell its products in Home Depot and some other retailers in the do-it-yourself (DIY) market. I-CA opened the first warehouse for Palram in the United States, and started importing the products from Israel.

Sometime in 1997 or 1998, Palram lost to a local wood supplier the business of selling the wood closure strips to Home Depot. Aloni suggested to his contacts at Palram that a plastic closure strip would be less prone to break and could not be undercut by the local wood supplier. The Palram executives informed Aloni that they could not manufacture such a product because Palram is an extrusion manufacturer, not an injection mold manufacturer. However, Palram had no objection to Aloni exploring this idea. The Palram executives expressed interest in hearing from Aloni later on, after he had the chance to develop the product.

Plasgad is an Israel-based injection molding plastics manufacturer. In 1999, Aloni attended a trade show for the DIY market in Chicago. There, he met Amnon Shalman (Shalman), a representative of Plasgad. After the trade show, I-CA established a business relationship with Plasgad whereby I-CA agreed to distribute, warehouse, and market Plasgad products on the West Coast. At that time, the only product Plasgad sold in the DIY industry was a plastic tub for mixing concrete. Plasgad had no business relationship with Palram.

Aloni invited two Plasgad executives to visit his warehouse in Van Nuys, where he showed them the wood closure strips he was storing for Palram. Aloni told the Plasgad executives about his idea of a plastic closure strip. After the executives' return to Israel, Plasgad informed Aloni that it would like to be the manufacturer for this plastic closure strip, which together they would develop and take a chance on. Plasgad and I-CA worked together for many years to develop the closure strip specifically for Palram products. Plasgad insisted that it must own the patent for the

185 Cal.Rptr.3d 30

new plastic closure strips. Aloni was agreeable to this, as long as he could be the exclusive North America supplier for the product. Plasgad obtained a patent for the strips on November 26, 2002.

235 Cal.App.4th 263

In early 2001, former I-CA marketing manager Norm Cohen had an idea to develop a private label mixing tub for Ace Hardware. Aloni brought the idea to Plasgad, and Plasgad's executives agreed to develop and sell the private label mixing tubs.

On February 20, 2002, a representative of Palram provided a written confirmation letter stating that I-CA would be Palram's sole supplier of the plastic closure strips, and that Palram would be the exclusive distributor of these products in North America and Latin America. The letter agreement was signed by both Palram and Aloni for I-CA.

In an e-mail dated February 22, 2002, Plasgad indicated it was acceptable to Plasgad that all purchases of the plastic closure strips in the United States be through I-CA. Palram was aware that I-CA was the exclusive distributor of the strips in North America.

Home Depot decided to sell the plastic strips in its stores. Beginning in 2005, the wood closure strips being sold in all of the Home Depot stores in North American were replaced with the plastic strips. During this time, Palram bought 100 percent of the strips that Plasgad was able to manufacture.

On May 8, 2005, Shalman of Plasgad notified Norm Cohen of I-CA that Palram had contacted Plasgad directly. Shalman did not like this, because Palram was putting him in a position where he had to reply. Shalman asked I-CA to “please take care of this issue.” Shalman responded to his contact at Palram: “I-CA is our customer and all contacts regarding the closure strips will have to go through them. I am sure you understand that.” Aloni also had a conversation with the same contact at Palram and reiterated that if Palram has any issues they must communicate with I-CA. Plasgad was not permitted to “go around” I-CA.

The written contract between Plasgad and I-CA

On April 25, 2005, I-CA sent an e-mail to Plasgad suggesting they put in writing all of their verbal agreements relating to the plastic closure strips and the Ace Hardware tubs. This suggestion was due in part to an impending change of leadership at Plasgad. Plasgad agreed and indicated it would start working on a draft.

Plasgad's attorneys prepared an agreement captioned “Marketing and Exclusivity Agreement.” The first draft included a provision that allowed Plasgad to work directly with Palram for marketing products outside of the United States. Aloni objected to this provision, and requested that a provision be added prohibiting anyone but I-CA from directly or indirectly distributing

235 Cal.App.4th 264

the plastic closure strips in North America. Plasgad agreed to this modification and incorporated the change into the final version of the agreement, which both Plasgad and I-CA signed. The final agreement clarified that any merchandise sent to North America had to pass through I-CA. It also provided that the parties would establish sales goals, and compliance with those goals would ensure continued exclusivity for I-CA. The agreement could be terminated by either party upon notice in writing, six months in advance.

Palram's and Plasgad's business relationships with I-CA end

In December of 2005, Plasgad increased its prices and asked I-CA to get this

185 Cal.Rptr.3d 31

change approved by Palram. I-CA engaged in “tough” negotiations with Palram. I-CA informed Plasgad that it was a tough negotiation, and asked Plasgad not to communicate with Palram if Palram approached Plasgad. Ultimately Palram agreed to the price increase. However, I-CA received no orders from Palram for the plastic closure strips between January and August of 2006.

Aloni contacted Palram regarding his concern that there were no orders during the first half of 2006. He spoke with an individual at Palram who said that they had sufficient inventory. In November 2006, the CEO of Palram called Aloni and informed him that Palram was looking for a secondary supplier for the plastic closures. Aloni objected, explaining that there was a patent on the closure and Palram could not purchase it from someone else. Palram's position was that they were looking for a secondary option, and they could do what they wanted. Palram had no alternative plan as to how it would supply Home Depot with the plastic strips.

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18 practice notes
  • Jenni Rivera Enters., LLC v. Latin World Entm't Holdings, Inc., B279739
    • United States
    • California Court of Appeals
    • 29 Mayo 2019
    ...v. Amber Hotel Co. (2011) 202 Cal.App.4th 280, 302, 136 Cal.Rptr.3d 97 ; see I-CA Enterprises, Inc. v. Palram Americas, Inc. (2015) 235 Cal.App.4th 257, 290, 185 Cal.Rptr.3d 24 [knowledge of a contractual relationship is sufficient to show knowledge for the tort of inducing breach of contra......
  • Soto v. Borgwarner Morse Tec Inc., B252995
    • United States
    • California Court of Appeals
    • 15 Julio 2015
    ...that such an order is inappropriate under the circumstances of the case. ( I–CA Enterprises, Inc. v. Palram Americas, Inc. (2015) 235 Cal.App.4th 257, 284, 185 Cal.Rptr.3d 24 (I–CA ).) It is the province of the trial court to ensure that both parties comply with the letter and spirit of the......
  • In re Ariz. Theranos, Inc., No. 2:16-cv-2138-HRH
    • United States
    • U.S. District Court — District of Arizona
    • 13 Junio 2017
    ...resulting to plaintiff (3) from an act done in furtherance of the common design." I–CA Enterprises, Inc. v. Palram Americas, Inc., 235 Cal.App.4th 257, 185 Cal.Rptr.3d 24, 36 n.2 (2015). A RICO conspiracy claim requires proof of "an agreement involving either a violation of a substantive pr......
  • Baker v. Castaldi, F067687
    • United States
    • California Court of Appeals
    • 18 Febrero 2015
    ...under California Rules of Court, rule 8.882(c)(1)(B) is denied. The appeal is dismissed. The parties shall bear their own costs.185 Cal.Rptr.3d 24WE CONCUR:Gomes, Acting P.J.Franson, J.--------Notes:1 Theresa Castaldi was a defendant in the trial court proceedings, but is not an appellant i......
  • Request a trial to view additional results
18 cases
  • Jenni Rivera Enters., LLC v. Latin World Entm't Holdings, Inc., B279739
    • United States
    • California Court of Appeals
    • 29 Mayo 2019
    ...v. Amber Hotel Co. (2011) 202 Cal.App.4th 280, 302, 136 Cal.Rptr.3d 97 ; see I-CA Enterprises, Inc. v. Palram Americas, Inc. (2015) 235 Cal.App.4th 257, 290, 185 Cal.Rptr.3d 24 [knowledge of a contractual relationship is sufficient to show knowledge for the tort of inducing breach of contra......
  • Soto v. Borgwarner Morse Tec Inc., B252995
    • United States
    • California Court of Appeals
    • 15 Julio 2015
    ...that such an order is inappropriate under the circumstances of the case. ( I–CA Enterprises, Inc. v. Palram Americas, Inc. (2015) 235 Cal.App.4th 257, 284, 185 Cal.Rptr.3d 24 (I–CA ).) It is the province of the trial court to ensure that both parties comply with the letter and spirit of the......
  • In re Ariz. Theranos, Inc., No. 2:16-cv-2138-HRH
    • United States
    • U.S. District Court — District of Arizona
    • 13 Junio 2017
    ...resulting to plaintiff (3) from an act done in furtherance of the common design." I–CA Enterprises, Inc. v. Palram Americas, Inc., 235 Cal.App.4th 257, 185 Cal.Rptr.3d 24, 36 n.2 (2015). A RICO conspiracy claim requires proof of "an agreement involving either a violation of a substantive pr......
  • Baker v. Castaldi, F067687
    • United States
    • California Court of Appeals
    • 18 Febrero 2015
    ...under California Rules of Court, rule 8.882(c)(1)(B) is denied. The appeal is dismissed. The parties shall bear their own costs.185 Cal.Rptr.3d 24WE CONCUR:Gomes, Acting P.J.Franson, J.--------Notes:1 Theresa Castaldi was a defendant in the trial court proceedings, but is not an appellant i......
  • Request a trial to view additional results

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