Oreman Sales, Inc. v. Matsushita Elec. Corp., Civ. A. No. 90-4947.
Decision Date | 06 June 1991 |
Docket Number | Civ. A. No. 90-4947. |
Parties | OREMAN SALES, INC. v. MATSUSHITA ELECTRIC CORPORATION OF AMERICA d/b/a Panasonic Industrial Company. |
Court | U.S. District Court — Eastern District of Louisiana |
John Emmett, Emmett, Cobb, Waits & Kessnich, New Orleans, La., for plaintiff.
Perry Staub, Elise Brown, Monroe & Lemann, New Orleans, La., for defendant.
ORDER AND REASONS
This civil action is before the Court on the defendant's motion to dismiss Record Document No. 5. By Minute Entry of May 14, 1991, the Court took the motion under submission without oral argument. The Court now GRANTS the motion.
A local computer printer distributor, Oreman Sales, Inc. (Oreman), is suing one of its former suppliers, Matsushita Electric Corporation of America d/b/a Panasonic Industrial Company (Panasonic), for wrongfully terminating their distribution agreement, for interfering with Oreman's business with others, and for price discrimination among distributors. Oreman's complaint lacks certain necessary factual allegations on the one hand and relies on certain erroneous legal conclusions on the other. Together, these defects prove fatal to the viability of Oreman's complaint.
Oreman is a local wholesale distributor of electronic equipment, including computer printers. Panasonic is the manufacturer (or U.S. affiliate distributor of a foreign manufacturer) of electronic equipment, including computer printers. Complete diversity exists between the two parties.
Oreman alleges that beginning in 1985, it and Panasonic made a series of agreements whereby Oreman would act as a distributor for certain Panasonic products. The last of the series was entered effective May 31, 1989; a copy of this written agreement is attached to Panasonic's motion to dismiss. Generally, the agreement makes Oreman a non-exclusive wholesale distributor for certain enumerated Panasonic computer printers in a territory covering Louisiana and six surrounding states (Texas, Oklahoma, Arkansas, Mississippi, Alabama, and Tennessee).
In section 2 of the agreement, Panasonic specifically reserved the right to have itself and others compete directly with Oreman:
... Notwithstanding anything to the contrary herein, PIC Panasonic reserves the unrestricted right to solicit and make direct sales of the Products to anyone, anywhere, and to appoint additional distributors of the Products and/or dealers, sales agents or sales representatives for the Products in the Territory and elsewhere, as in PIC's best judgment may from time to time be desirable, without obligation to DISTRIBUTOR Oreman of any kind, including, without limitation, for any commissions or other charges upon or in respect of any such sale or sales.
In section 3, Oreman agreed "not to resell the Products to customer locations outside of the seven-state Territory or to endusers, except upon the prior written consent of" Panasonic. Section 12 imposes certain record-keeping obligations on Oreman for its activities under the agreement:
Section 14 emphasizes the independent buyer/seller relationship between Oreman and Panasonic:
Section 16 effectively provides that the agreement is an "at will" agreement between the parties:
Section 25 provides for New York law to govern the agreement and the performance under the agreement.
Oreman alleges that its "volume of business" with Panasonic "was projected to exceed" $6 million per year by 1990. Oreman alleges that Panasonic "unilaterally terminated the agreement between the parties without cause" in April 1990. Oreman does not allege, however, that Panasonic failed to observe the 30-day delay period set forth in paragraph 16.1 of the agreement.
In an apparent effort to assert that Panasonic owed it an "implied fiduciary duty in tort under the provisions of New York law," Oreman alleges:
During the course of their dealings, a confidential relationship arose by virtue of Panasonic's dominance as a manufacturer over its distributor, in which Oreman provided sensitive business and trade information to Panasonic, including, but not limited to, sales volumes, financial statements, and the identity of Oreman's customers for Panasonic's goods. Oreman invested substantial time, money, and effort in promoting Panasonic's products and even expended its business into other states in order to discharge its responsibilities as a Panasonic distributor.
Oreman suggests the source of this "confidential relationship composing a fiduciary duty" as being "the contract between plaintiff and defendant." Oreman further suggests that the termination provisions in section 16 of the agreement are unenforceable:
Oreman specifically pleads that the termination provisions of the contract that Panasonic relied upon in terminating the regional distribution agreement was sic unconscionable under Article 2-302 of the Uniform Commercial Code. Oreman specifically alleges that in order to distribute Panasonic products it had no meaningful choice but to agree to the provisions allowing Panasonic to terminate the agreement without cause. Oreman further alleges that the contract terms are unreasonably favorable to Panasonic and that they allow Oreman Sales to be terminated as a distributor at virtually any time notwithstanding the substantial investment of time and money by Oreman in order to promote Panasonic products.
Thus, Oreman asserts...
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