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CAPITOL VIAL, INC. v. INTERNATIONAL BIOPRODUCTS

October 10, 1997

CAPITOL VIAL, INC., Plaintiff,
v.
INTERNATIONAL BIOPRODUCTS, INC., Defendant.



The opinion of the court was delivered by: SCULLIN

 Introduction

 This diversity action arose out of a dispute over the interpretation and scope of an exclusive sales and distribution agreement between Plaintiff, Capitol Vial, Inc. ("CVI"), a New York corporation that manufactures and sells plastic vials, *fn1" and Defendant, International BioProducts, Inc. ("IBP"), a corporation organized under the laws of the State of Washington that sells laboratory supplies. CVI's first claim seeks a judgment declaring the contract void and unenforceable on the grounds of lack of material terms, lack of mutuality or consideration, impossibility, and breach of contract. The second claim seeks to have the contract declared void and unenforceable on the ground of fraudulent misrepresentation. IBP counterclaims for breach of contract and seeks damages of approximately six million dollars. *fn2"

 Background

 In June of 1992, IBP became interested in selling CVI's hinge-capped plastic vials to its medical and scientific laboratory customers. *fn3" Negotiations between the two corporations resulted in a "Sales and Distribution Agreement," which was executed on September 22, 1993. In the agreement, CVI gave IBP the exclusive right to sell certain "PRODUCTS" which were to be "sold for the FIELD OF USE" in the "TERRITORY" for a five-year period.

 On April 26, 1995, CVI brought this action in New York State Supreme Court and the action was thereafter removed to this Court.

 Presently before the Court are the following motions: (1) motion by IBP for summary judgment on both of CVI's claims; *fn4" (2) motion by IBP for summary judgment on its counterclaim; and (3) motion by CVI for partial summary judgment on the issue of damages with respect to IBP's counterclaim for breach of contract. *fn5" The Court will address these motions seriatim.

 I. Motion by IBP for Summary Judgment of CVI's Entire Complaint

 Under Rule 56(c) of the Federal Rules of Civil Procedure, summary judgment is warranted if, when viewing the evidence submitted in a light most favorable to the nonmoving party, the court determines that there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(c); Eastman Kodak Co. v. Image Tech. Servs., Inc., 504 U.S. 451, 457, 119 L. Ed. 2d 265, 112 S. Ct. 2072 (1992); Commander Oil v. Advance Food Serv. Equip., 991 F.2d 49, 51 (2d Cir. 1993). A genuine issue of fact is one that could be decided in favor of either party. Anderson v. Liberty Lobby, 477 U.S. 242, 250, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986).

 Pursuant to the terms of the contract, the Court will apply the laws of the State of Washington to the interpretation and validity of the CVI-IBP agreement. *fn6"

 As stated, CVI's first cause of action seeks to have the September 22, 1993 agreement declared void and unenforceable on the grounds of lack of material terms, lack of mutuality or consideration, impossibility, and breach of contract by IBP.

 A. IBP's Motion for Summary Judgment on CVI's First Claim

 1. Lack of Material Terms

 Material terms that are essential to the formation of an enforceable contract are: identification of the parties, the subject matter of the agreement, term of years, quantity, quality of the goods, and price. See Kysar v. ...


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