2591028 Ontario Limited v. Advacare Inc.
1:20-cv-10876
S.D.N.Y.May 6, 2024Background
- Plaintiff 2591028 Ontario Limited ("Ontario") contracted with Advacare, Inc. ("Advacare") to sell 120,288 units of SciCam disinfectant wipes in August 2020 for $31.50/unit, later renegotiated to $25/unit due to COVID-19-related shipping delays.
- The agreement and its modifications were established via WhatsApp and voice notes between company representatives; Ontario shipped the goods according to the revised schedule.
- Advacare refused to accept or pay for the goods after delivery, citing market price drops and regulatory concerns.
- Ontario filed suit for breach of contract, promissory estoppel, negligent misrepresentation, and account stated, seeking summary judgment; Advacare counterclaimed, asserting breach by Ontario and negligent misrepresentation.
- The court reviewed Ontario's request for summary judgment on its claims and Advacare's counterclaims, focusing mainly on the breach of contract issue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of Contract & Breach | Contract valid and was modified; Advacare breached by refusal to accept and pay for goods | No binding contract or could withdraw; Ontario breached regulations | Valid contract existed and was breached by Advacare |
| Performance by Plaintiff | Delivered goods per amended terms (delayed but agreed); performed obligations | Ontario failed requirements (no CBP notice), making goods unmerchantable | Plaintiff performed per modified contract |
| Merchantability of Goods | Goods EPA-registered and merchantable for U.S. sale | Lack of CBP notice made goods unsellable in the U.S. | Goods were merchantable as delivered; no material issue |
| Counterclaims by Defendant | Counterclaims should be dismissed as meritless | Ontario breached and misrepresented regulatory compliance | All counterclaims dismissed |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (1986) (summary judgment standard: genuine issue of material fact)
- Eternity Glob. Master Fund Ltd. v. Morgan Guar. Trust Co. of N.Y., 375 F.3d 168 (2d Cir. 2004) (elements of breach of contract under New York law)
- Roe v. City of Waterbury, 542 F.3d 31 (2d Cir. 2008) (inferences resolved in favor of non-moving party at summary judgment)