INDUSTRIAL COMMERCIAL CLEANING GROUP, INC. v. OXFORD ELECTRONICS, INC.
2:24-cv-07107
| D.N.J. | Jun 30, 2025Background
- Plaintiff Industrial Commercial Cleaning Group, Inc. (ICCG), a New Jersey-based commercial cleaning company, entered into a five-year subcontracting agreement with Defendant Oxford Electronics, Inc. (Oxford) relating to work at Newark Liberty International Airport.
- Oxford sought ICCG’s participation due to ICCG’s status as a minority/woman-owned business (MWBE), which would help Oxford meet Port Authority contracting requirements.
- ICCG alleges Oxford made additional, non-contractual demands after contract award (expensive extra insurance and permit fees), then terminated ICCG and used a different subcontractor without notice or cure period.
- ICCG claims over $3.3M in damages, including the cost of additional insurance and lost profits due to Oxford’s alleged wrongful termination.
- ICCG brought claims for breach of contract (wrongful termination), breach of the implied covenant of good faith and fair dealing, promissory estoppel (alternative), and violation of the New Jersey Consumer Fraud Act (NJCFA).
- The court reviewed Oxford’s motion to dismiss the complaint under Rule 12(b)(6).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of Contract (Wrongful Termination) | Oxford failed to give written notice and terminated w/o cause; breached contract | Contract allows termination for any reason; no breach | Motion to dismiss denied; Plaintiff sufficiently pled a breach (lack of notice). |
| Promissory Estoppel (alternative) | Promise to subcontract was clear; ICCG relied and suffered substantial harm | Any promise was indefinite/contingent; claim duplicative of contract | Motion to dismiss granted; claim duplicative of contract; dismissed w/o prejudice. |
| Breach of Implied Covenant of Good Faith | Oxford’s conduct (extra demands, bid shopping) was in bad faith | Termination was permitted by contract; no bad faith | Motion to dismiss denied; claim not duplicative, bad faith conduct alleged. |
| NJ Consumer Fraud Act | NJCFA extends to sellers in commercial settings | NJCFA only protects consumers, not sellers, here | Motion to dismiss granted; ICCG not a consumer, claim dismissed with prejudice. |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (plausibility standard for Rule 12(b)(6) motions)
- Brunswick Hills Racquet Club, Inc. v. Route 18 Shopping Ctr. Assocs., 864 A.2d 387 (N.J. 2005) (covenant of good faith and fair dealing)
- Wilson v. Amerada Hess Corp., 773 A.2d 1121 (N.J. 2001) (good faith may limit express rights like termination)
- Sons of Thunder, Inc. v. Boren, Inc., 690 A.2d 575 (N.J. 1997) (bad faith may support separate claim even where rights are exercised under contract)