PH International Trading Corp. v. Nordstrom, Inc.
555 F. App'x 9
2d Cir.2013Background
- Hana K. (P.H. International Trading Corp.), a wholesale fur/leather garment distributor, sued Nordstrom for breach of a 2002 purchase contract allegedly obligating Nordstrom to buy $780,000 of garments.
- Transaction allegedly negotiated through Nordstrom buyer Rick Boniakowski; plaintiff points to a PO Detailed Summary Report and internal Nordstrom communications.
- Nordstrom (through VP Monica Ward) sent emails/letters disclaiming that the Summary Report was an authorized purchase order and asserting the order had not been activated or signed.
- District Court granted summary judgment for Nordstrom, holding the purported contract failed New York U.C.C. § 2‑201 statute-of-frauds signature requirement and did not meet the specially manufactured‑goods exception.
- Hana K. appealed, arguing (1) Nordstrom’s documents (Summary Report and Ward’s communications) satisfied the § 2‑201(1) “signed” writing requirement, and (2) the coats qualified as “specially manufactured goods” under § 2‑201(3)(a).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there was a writing "signed by the party against whom enforcement is sought" under N.Y. U.C.C. § 2‑201(1) | The Summary Report bearing Nordstrom’s name (plus related Nordstrom emails/letters) shows Nordstrom’s authentication of the transaction | Ward’s email/letter disavow the Summary Report as an authorized order; the Summary Report is labeled a worksheet and Nordstrom’s policy disclaims liability absent an authorized PO | Affirmed: documents did not constitute a “signed” writing for § 2‑201(1); Ward’s communications negate any present intent to authenticate and the worksheet was expressly non‑binding |
| Whether the “specially manufactured goods” exception to the statute of frauds applies (N.Y. U.C.C. § 2‑201(3)(a)) | Coats were expensive, low inventory, and Hana K. specializes in custom coats — thus goods were specially manufactured and not suitable for sale to others | Plaintiff produced no evidence that the goods were made uniquely for Nordstrom or unsuitable for sale to other retailers | Affirmed: exception not met; evidence showed plaintiff sold similar items to other retailers and did not distinguish goods made for Nordstrom |
Key Cases Cited
- Isedore Siegal & Son, Inc. v. Burberrys Int'l Ltd., 433 N.Y.S.2d 240 (3d Dep't 1980) (worksheet bearing defendant’s identifying information can raise a question of fact whether defendant intended to authenticate the writing)