Rockland Exposition Inc v. Alliance Of Auto. Serv. Providers Of N.J.

• Court: U.S. District Court — Southern District of New York
• Writing for the Court: KENNETH M. KARAS
• Citation: Rockland Exposition, Inc. v. Alliance of Auto. Serv. Providers of New Jersey, 706 F.Supp.2d 350 (S.D. N.Y. 2009)
• Decision Date: 05 November 2009
• Docket Number: Case No. 08-CV-7069 (KMK).
• Parties: ROCKLAND EXPOSITION, INC., Plaintiff,v.ALLIANCE OF AUTOMOTIVE SERVICE PROVIDERS OF NEW JERSEY, Tom Elder, Thomas Greco Publishing, Inc. and Glenn Villacari, Defendants.

706 F.Supp.2d 350

ROCKLAND EXPOSITION, INC., Plaintiff,v.ALLIANCE OF AUTOMOTIVE SERVICE PROVIDERS OF NEW JERSEY, Tom Elder, Thomas Greco Publishing, Inc. and Glenn Villacari, Defendants.

Case No. 08-CV-7069 (KMK).

United States District Court S.D. New York.

Nov. 5, 2009.

Philip Furgang, Esq., Stephanie Furgang Adwar, Esq., Furgang & Adwar, L.L.P., New York and West Nyack, NY, Armando Llorens, Esq., Law Offices of Armando Llorens, Suffern, NY, for Plaintiff.

Arthur M. Peslak, Esq., Mandel & Peslak, LLC, Freehold, NJ, Benjamin Zelermyer, Esq., Law Offices of Wesley Chen, New York, NY, Thomas Anthony Catalano, Esq., Lester, Schwab, Katz and Dwyer LLP, New York, NY, for Defendants.

OPINION AND ORDER

KENNETH M. KARAS, District Judge:

Plaintiff Rockland Exposition, Inc. (“Plaintiff” or “REI”) brings this action against Defendants Alliance of Automotive Service Providers of New Jersey (“AASP”), Tom Elder, Thomas Greco, Thomas Greco Publishing, Inc., and Glenn Villacari (collectively, “Defendants”). Plaintiff alleges trademark infringement, tortious interference with contract, unfair competition, copyright protection, and breach of contract. Plaintiff now moves for partial summary judgment, asking this Court to find that a valid contract still exists between it and AASP. Defendants oppose this motion and cross-move for summary judgment, insisting that AASP's termination of the contract relieves AASP of any obligations under the contract after an automotive show in 2009. For the forgoing reasons, this Court denies REI's motion, and grants AASP's motion.

I. Background

This Court has extensively described the factual background and procedural history of this case in a prior opinion. See Rockland Exposition, Inc. v. Alliance of Auto. Serv. Providers of N.J., Nos. 08-CV-7069, 08-CV-11107, 2009 WL 1154094, at *1-*4 (S.D.N.Y. Mar. 19, 2009). Here, it will only highlight those facts which are relevant to the pending motions. In or around 1989, AASP entered into an agreement with REI to manage and promote an automotive/autobody trade show (the “Northeast Trade Show”) in exchange for AASP's endorsement and sponsorship. Id. at *1. Between 1990 and 2008, REI managed the annual Northeast Trade Show. Id.

In 2004, REI and AASP entered into a contract covering the 2005 and 2006 Northeast Trade Shows. (Affirmation of Philip Furgang (Furgang Aff.), Ex. B. (“the Contract”).) The Parties did not execute a new agreement in 2005, or 2006, but AASP provided REI with a $2000 deposit for each of the 2007 and 2008 Northeast Trade Shows. See Rockland Exposition, Inc., 2009 WL 1154094, at *2. The Contract's provision for its renewal and discontinuation have been the subject of much dispute, giving rise both to today's ruling and that of March 19, 2009. That portion of the Contract (modified to cover the relevant time period) provides as follows:

AASP[ ] further agrees that after reviewing the [2008] show report and the estimated proposal for the following years [sic] event they must within 45 working days of the close of the [2008] show, either submit $2000.00 deposit to [REI] to hold the [2010] show dates or they must serve written notice by registered mail that they wis[h] to discontinue this agreement after the [2009] event. It is further agreed that AASP[ ] will not be involved in or endorse any other related exposition four months prior or four months after the latest contracted exposition.

(Contract 2-3.) Following the March 2007 show, relations between REI and AASP began to deteriorate, largely because of AASP's concern about REI's management of the show. See

Rockland Exposition, Inc., 2009 WL 1154094, at *2. At a July 2007 meeting to discuss AASP's concern, REI gave AASP a memorandum requesting a “written decision” from AASP about its willingness to participate in the 2009 and 2010 shows by March 31, 2008. Id. REI also proposed a new arrangement which provided for a higher deposit from AASP and contained different payment terms. Id. After the meeting, REI sent a follow-up letter to AASP asking AASP to confirm (by fax or email) its willingness to participate in shows after the March 2008 show (which AASP already had agreed to do with REI) by March 31, 2008. Id.

On March 27, 2008, just prior to the 2008 show, AASP sent REI a letter proclaiming that “the contract has expired” and that “[y]ou have been notified that the upcoming event will be the last one held through your company for the present and foreseeable future.” (Furgang Aff. Ex. C.); see also Rockland Exposition, Inc., 2009 WL 1154094, at *3. The day after the 2008 show ended, March 31, 2008, AASP sent REI another letter, this time stating that “AASP[ ] has elected to sever its business relationship with Rockland Exposition, Inc., and will not be entering into any agreements with you involving its planned 2009 Trade Show.” (Furgang Aff. Ex. D.)

REI thereafter initiated this suit. In response to REI's first motion for partial summary judgment, Defendants argued that AASP's March 2008 letters, which had been requested by REI, relieved it from any obligation to participate in the 2009 show. See Rockland Exposition, Inc., 2009 WL 1154094, at *12. This Court disagreed, finding that “the 2004 Agreement would automatically renew and that advance, written notice of termination would be required to terminate the agreement and, thereby, suspend automatic renewal.” Id. at *7. The Court then ruled that, because AASP's notice was not given within forty-five days of the 2007 show, “it was contractually obligated to sponsor the 2009 trade show under REI's management.” Id. at *9. The Court also held that AASP breached the Contract's non-compete clause by promoting its own 2009 show while still under contract with REI. Id. at *9.¹ But, the Court denied REI's request for specific performance, refusing to order AASP to participate in REI's 2009 show or to comply with the non-compete clause. Id. at *15. Instead, the Court decided that damages were sufficient to right those wrongs, particularly because AASP had relied on REI's representations that it could opt-out of any post-2008 contractual obligations if it did so by March 31, 2008. Id. at *11-*15.

II. Discussion

A. Standard of Review

1. Summary Judgment

Summary judgment may be granted where it is shown that there is “no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). “When ruling on a summary judgment motion, the district court must construe the facts in the light most favorable to the non-moving party and must resolve all ambiguities and draw all reasonable inferences against the movant.” Dallas Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 780 (2d Cir.2003); see also Tufariello v. Long Island R.R. Co., 458 F.3d 80, 85 (2d Cir.2006) (noting that a court must draw all reasonable inferences in the nonmovant's favor).

A party seeking summary judgment bears the burden of establishing that no genuine issue of material fact exists. See Atl. Mut. Ins. Co. v. CSX Lines, L.L. C., 432 F.3d 428, 433 (2d Cir.2005). “When the burden of proof at trial would fall on the nonmoving party, it ordinarily is sufficient for the movant to point to a lack of evidence to go to the trier of fact on an essential element of the nonmovant's claim. In that event, the nonmoving party must come forward with admissible evidence sufficient to raise a genuine issue of fact for trial in order to avoid summary judgment.” Jaramillo v. Weyerhaeuser Co., 536 F.3d 140, 145 (2d Cir.2008) (internal citations omitted). “When the moving party has carried its burden under Rule 56(c), its opponent must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) (footnote omitted); see also McPherson v. N.Y. City Dep't of Educ., 457 F.3d 211, 215 n. 4 (2d Cir.2006) (“[S]peculation alone is insufficient to defeat a motion for summary judgment.”). A fact is material when “it might affect the outcome of the suit under governing law.” McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 202 (2d Cir.2007) (internal quotation marks omitted). At summary judgment, a court is not charged with weighing the evidence and determining its truth, but with determining whether there is a genuine issue for trial. See Westinghouse Elec. Corp. v. N.Y. City Transit Auth., 735 F.Supp. 1205, 1212 (S.D.N.Y.1990). A court's goal should be to “isolate and dispose of factually unsupported claims.” Celotex, 477 U.S. at 323-24, 106 S.Ct. 2548.

2. Contract Interpretation

The Contract contains a New York choice-of-law provision, and the Parties do not dispute that New York law applies to Plaintiff's breach of contract claim.² See Postlewaite v. McGraw-Hill, Inc., 411 F.3d 63, 67 (2d Cir.2005) (applying New York law where “[t]he parties do not dispute that New York law applies”). “Under New York law, a written contract is to be interpreted so as to give effect to the intention of the parties as expressed in the unequivocal language they have employed.” Terwilliger v. Terwilliger, 206 F.3d 240, 245 (2d Cir.2000) (citing Breed v. Ins. Co. of N. Am., 46 N.Y.2d 351, 413 N.Y.S.2d 352, 385 N.E.2d 1280, 1282 (1978)). Thus, the Court's analysis properly starts with the four corners of the Contract to determine whether it is unambiguous. See RJE Corp. v. Northville Indus. Corp., 329 F.3d 310, 314 (2d Cir.2003) (“ ‘Where a contract is clear and unambiguous on its face, the intent of the parties must be gleaned from within the four corners of the instrument, and not from extrinsic evidence.’ ”) (quoting De Luca v. De Luca, 300 A.D.2d 342, 751 N.Y.S.2d 766, 766 (2002)); Terwilliger, 206 F.3d at 245 (“[M]atters extrinsic to the agreement may not be considered when the intent of the parties can fairly be gleaned from the...