Jo-Ann, Inc. v. Alfin Fragrances, Inc.
Decision Date | 23 October 1989 |
Docket Number | Civ. A. No. 87-3782. |
Citation | 731 F. Supp. 149 |
Parties | JO-ANN, INC., Plaintiff, v. ALFIN FRAGRANCES, INC., Defendant. |
Court | U.S. District Court — District of New Jersey |
Richard J. Shackleton, Shackleton, Hazeltine & Buczynski, Ship Bottom, N.J., for plaintiff.
Gary F. Werner, Crummy, Del Deo, Dolan, Griffinger & Vecchione, Newark, N.J., for defendant.
Jo-Ann, Inc., a corporation incorporated under the laws of Iceland, brought this diversity action against Alfin Fragrances, Inc., a New Jersey corporation, for breach of an alleged exclusive distributorship agreement to import and distribute the defendant's beauty care products.
Now, Jo-Ann, Inc. has moved for partial summary judgment on the issue of liability for breach of the agreement.
In turn, Alfin Fragrances has cross-moved for summary judgment, contending that there was never an exclusive distributorship agreement between the plaintiff and itself under common law or the Uniform Commercial Code ("UCC"), New Jersey version. Moreover, Alfin posits that if an agreement did exist, then it was void for vagueness, indefiniteness or complete non-existence of essential terms. Last, the defendant argues in support of its motion that if a contract did exist, then the agreement was terminable at will and, further, the plaintiff suffered no ascertainable loss on account of the termination.
On July 12, 1989, the parties were before me to argue their respective motions for summary judgment. At that point in time, I indicated my concerns that the provisions of the Uniform Commercial Code might be pertinent to this action. Accordingly, I ordered the parties to answer two questions for me in their supplemental briefs: (1) whether I should apply the New Jersey provisions of the Uniform Commercial Code to mete out the disputes raised in conjunction with the instant action and (2) if the first issue was answered affirmatively, I called upon them to show me what exact provisions of the Code are outcome-determinative of their respective positions. Picking up the legal gauntlet which the Court threw down, both parties have ably brought forth their positions. It is now time for the Court to decide this matter.
The elemental facts of this matter are not disputed. What is hotly contested, however, is what these facts mean as a matter of law. I will first detail the elemental facts.
On September 3, 1986, Anna Bjornsdottir of the plaintiff sent a letter to Irwin Alfin soliciting Alfin to enable Jo-Ann to distribute Glycel products, a line of beauty care products, to Iceland consumers. The correspondence asked for information regarding other Alfin products, as well.
Evidently, an earlier telephone conversation spawned this correspondence, but there is no detailing of that conversation in the record before me.
Another telephone conversation occurred between a representative of the plaintiff and Alfin and, thereafter, Alfin sent samples of the Glycel products to the plaintiff. See Alfin Affidavit, Paragraph 3.
Ms. Jona Sigurjonsdottir, another representative of the plaintiff, then replied to Alfin's delivery by way of a September 23, 1986 telex which stated in full:
The defendant responded to this telex by way of a September 29, 1986 telex from Mr. Alfin which stated:
It appears from the record that the parties did not specifically agree upon (1) the duration of the alleged contract (Sigurjonsdottir Dep. at 26-27); (2) the quantity of product that would be purchased (Id. at 61); (3) the timing of payments (Id. at 99); (4) how much inventory the plaintiff would maintain (Id. at 100); and (5) the methodology of termination (Id. at 101).
It appears that after Alfin sent this telex, the plaintiff thought that it had an agreement for an exclusive distributorship with the defendant. It does not appear that Alfin had the same internal understanding as the plaintiff. Two of the defendant's interoffice memoranda state respectively:
That memo was dated October 16, 1986.
Further, another internal memorandum dated October 8, 1986, stated that:
In late 1986, Mr. Moreau, a representative of the defendant, was to travel to Iceland to examine the plaintiff's operations. After a delay, Mr. Moreau met with the plaintiff's representatives and, in view of this meeting, recommended that Alfin utilize another company as its distributor in Iceland. Mr. Moreau did not believe that using Jo-Ann would be in Alfin's best interest.
In this regard, he Telexed Mr. Alfin on January 16, 1987, stating:
On the same date, Ms. Sigurjonsdottir telexed Mr. Alfin, stating:
On January 19, 1987, Mr. Alfin notified Mrs. Sigurjonsdottir that Alfin would not be utilizing the plaintiff's services. Specifically, he stated:
This, of course, greatly disturbed the plaintiff, causing Mrs. Sigurjonsdottir to write Mr. Alfin the following Telex on January 23, 1987, stating that:
This letter did not persuade the defendants; apparently Mr. Alfin granted the exclusive distributorship for Glycel and Ombre Rose products to a company named GASA.
In view of this fact, Jo-Ann filed its three-count complaint in this action on September 17, 1987. Specifically, the complaint averred in Count 1 that the defendant breached the contract that it had made with the plaintiff by way of the defendant's September 29, 1986 communication with the plaintiff when the defendant telexed the plaintiff on January 19, 1987, that the plaintiff was not a distributor for the defendant. The second count stated that the defendant's actions interfered with the plaintiff's business relations with its prospective customers. With respect to these two counts, the plaintiff asked for...
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