793 F.Supp.3d 1013
D. Minn.2025Background
- Event Sales, Inc. (ESI) bought salvage merchandise from The TJX Companies, Inc. (TJX) under a Salvage Agreement, using FedEx labels to ship goods from TJX to ESI.
- ESI claimed that TJX breached the contract by sending unsaleable merchandise, using oversized/poor packaging, increasing shipment volume, and shifting excessive shipping and labor costs onto ESI.
- ESI sought damages, declaratory relief against TJX and FedEx, and asserted unjust enrichment and consumer fraud claims.
- Both TJX and FedEx counterclaimed for breach of contract for unpaid shipping/merchandise sums by ESI.
- Defendants moved for summary judgment; TJX also sought to exclude ESI's expert testimony.
- The court granted summary judgment for the defendants (TJX and FedEx), awarding unpaid invoices to each, and dismissed all of ESI’s claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Unpaid FedEx Shipping | Not liable for $6M in shipping; FedEx failed to apply discounts | ESI breached by not paying; no valid discount claims timely raised | Summary judgment for FedEx; ESI owed $6.29M |
| TJX Breach of Contract (Unsaleable Goods, Box Size, Volume) | TJX breached by sending unsaleable goods, oversized cartons, too much/seasonal merchandise | Contract allows 'as is' sale, no sizing/volume limits, and contract bars consequential damages | Summary judgment for TJX; ESI cannot recover |
| Unjust Enrichment | TJX improperly benefited by shipping waste at ESI’s expense | Remedy at law (contract) exists; can't pursue unjust enrichment | Summary judgment for TJX; claim dismissed |
| Minnesota Consumer Fraud Act | TJX’s public environmental claims caused harm; seeks injunction | No public benefit; ESI’s claim is for past harm, not ongoing deception | Summary judgment for TJX; claim dismissed |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standards)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (material fact and summary judgment)
- Lyon Fin. Servs., Inc. v. Illinois Paper and Copier Co., 848 N.W.2d 539 (breach of contract standard under Minnesota law)
- Thermal Eng’g Int’l (USA) Inc. v. Lanaville, 646 F. Supp. 3d 202 (Massachusetts breach of contract elements)
- Delano Grower's Coop. Winery v. Supreme Wine Co., 473 N.E.2d 1066 (consequential damages under Mass. law)
- Farmers Ins. Exchange v. RNK, Inc., 632 F.3d 777 (plain language of contracts under Mass. law)
- Sacks v. Dissinger, 178 N.E.3d 388 (definition of unjust enrichment in Mass.)