In an August 12, 2010 decision by Justice Platkin, the Court granted a motion for summary judgment on a breach of contract claim alleging the non-payment of invoices the plaintiff submitted to the defendant for products the defendant received. The court then assessed whether the plaintiff’s damages were off-set by the defendant’s numerous counterclaims.
The defendant’s first counterclaim alleged that the plaintiff breached a commission sharing agreement. The court rejected that claim upon finding that there was no binding and definite contract that the plaintiff agreed to pay the commissions alleged because the plaintiff only agreed to “do what it could” which was insufficient to constitute a legal contract. The court rejected the second counterclaim, which alleged that the plaintiff breached a non-solicitation agreement by engaging in direct contact with the defendants’ customer, based on the undisputed evidence that the customer initiated communications with the plaintiff, and that such action did not constitute the plain meaning of the term “solicit” as contemplated by the parties in their agreement. The court similarly rejected the defendant’s alternative argument that the plaintiff breached its non-solicitation covenant by selling products directly to the customer before the parties mutually terminated their agreement. In making that determination, the court found that (1) the plaintiff was making direct sales to the customer after the contact between the customer and defendant had terminated, and that those direct sales to a “former” customer were not prohibited by the non-solicitation agreement; (2) the agreement between the plaintiff and defendant did impose any post-termination restrictions against competition; and (3) it was not appropriate for the court to fill in contract terms as to post-termination obligations because the contract was not ambiguous.
The court rejected the counterclaim that the plaintiff engaged in tortious interference with the defendant’s prospective business advantage upon finding the defendant failed to establish that the plaintiff’s actions amounted to a crime or independent tort. It also rejected the assertion that the plaintiff breached a fiduciary duty finding that the defendant failed to establish the parties had any special relationship and, therefore, they were bound by the general rule that an arms-length contractual relationship between commercial parties does not give rise to fiduciary obligations.
Dismissing the fourth counterclaim for unjust enrichment, the court found that the defendant failed to establish that the plaintiff was enriched at the defendant’s expense or that it would be inequitable for the plaintiff to retain what is claimed by the defendant.
Finally, the court rejected the defendant’s promissory estoppel counterclaim upon finding it was grounded in the defective allegations of the existence of a commission sharing agreement.