368 F. Supp. 3d 192
D.D.C.2019Background
- Primarque sued WWW (Integrative Flavors) for breach of contract, promissory estoppel, intentional interference with business relations, and Chapter 93A violations; WWW counterclaimed for breach of contract. Pretrial summary judgment eliminated Primarque's promissory estoppel and 93A claims and limited other claims; WWW won on its counterclaim at summary judgment.
- At trial, a jury awarded Primarque $51,000 for breach of contract and $204,000 for tortious interference; the Court later considered post-trial motions by both parties.
- The Court had previously held there was no binding written or oral durational agreement, so the distributor relationship was terminable at will and governed by the UCC rule requiring reasonable notice for at-will termination (analogous to Mass. Gen. L. ch. 106 §2-309).
- Central factual dispute: whether WWW gave Primarque reasonable notice before terminating the distributorship and whether Primarque had materially breached first by shifting business to other suppliers and helping competitors replicate WWW’s products.
- The Court found the jury could reasonably conclude WWW failed to give reasonable notice and upheld the tortious interference verdict, but concluded the jury’s breach award ($51,000) was excessive relative to the 90-day cap the Court supplied (actual 90‑day damages $39,017) and that breach and tort awards overlapped (duplicative damages).
- The Court reduced/calculated recoverable amounts: vacated the duplicative breach award (while noting reduced 90‑day breach damages of $39,017 that Primarque could elect instead), entered judgment for Primarque on tortious interference of $204,000, and entered judgment for WWW on its counterclaim ($97,843.22 plus prejudgment interest). The Court also awarded Primarque taxable costs of $15,858.83.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether WWW is entitled to JNOV on breach of contract | Primarque: WWW failed to give reasonable notice and breached implied duty; damages for inadequate notice | WWW: No agreement required notice as a matter of law; alternatively Primarque materially breached first | JNOV denied. Jury verdict on liability upheld, but breach damages reduced to $39,017 (90‑day cap) and then vacated as duplicative of tort award unless Primarque elects otherwise |
| Whether WWW is entitled to JNOV on tortious interference | Primarque: WWW tortiously interfered by contacting Primarque’s customers and supplying them directly after termination | WWW: No duty to provide notice, so solicitation after termination was permissible | JNOV denied. Tortious interference verdict ($204,000) upheld |
| Whether breach and tort damages are duplicative | Primarque: Awards reflect different timeframes (90 days breach; 12 months tort) and are not overlapping | WWW: Lost profits overlap because same customers and same lost sales were compensated twice | Court: Awards overlap; breach award (reduced to 90‑day measure) is duplicative of tort award and is vacated unless Primarque elects the reduced breach award with prejudgment interest |
| Taxability and reasonableness of requested costs | Primarque: Seeks $32,258.83 for clerk fees, depositions, and trial graphics services | WWW: Many costs not taxable or unreasonable (out‑of‑district depositions, expensive trial graphics/technician) | Court: Deposition transcript costs taxable; reduced trial graphics fees to $5,000; total taxable costs awarded $15,858.83 |
Key Cases Cited
- Sindi v. El-Moslimany, 896 F.3d 1 (1st Cir. 2018) (standard for reviewing directed verdict/JNOV)
- Mayo v. Schooner Capital Corp., 825 F.2d 566 (1st Cir. 1987) (court may set aside verdict against clear weight of evidence)
- Cherick Distributors, Inc. v. Polar Corp., 41 Mass. App. Ct. 125 (Mass. App. Ct. 1996) (implied covenant of good faith in distributorships and analogy to UCC §2-309 notice requirement)
- RGJ Assocs., Inc. v. Stainsafe, Inc., 300 F. Supp. 2d 250 (D. Mass. 2004) (damages for lack of reasonable notice limited to reasonable notice period)
- DeSantis v. Commonwealth Energy Sys., 68 Mass. App. Ct. 759 (Mass. App. Ct. 2007) (prejudgment interest calculation when date of breach/demand not established)
- Casual Male Retail Grp., Inc. v. Yarbrough, 527 F. Supp. 2d 172 (D. Mass. 2007) (prejudgment interest typically not awarded for future-loss damages)