Stampede Presentation Products, Inc. v. Productive Transportation, Inc.
1:12-cv-00491
W.D.N.Y.Apr 30, 2013Background
- Stampede sued 1SaleADay, Productive, and others in state court for loss of 960 TVs, removed to federal court based on carrier liability under 49 U.S.C. §14706.
- Stampede purchased 960 32-inch TVs from 1SaleADay for $205,440 and prepaid the amount.
- Under a Uniform Straight Bill of Lading, Stampede hired Productive (FOB Origin) to deliver to Stampede’s customer; Productive subcontracted MML Transport.
- TVs were picked up in California but were stolen/lost before reaching Stampede’s customer; Stampede alleges 1SaleADay failed to authenticate MML and that the loss was caused by the carrier selection.
- 1SaleADay moved to dismiss; Stampede amended the complaint alleging delivery to an unauthorized recipient and a negligent duty by 1SaleADay; court evaluates UCC shipment vs. destination and independent tort duties.
- Court recommends granting 1SaleADay’s motion to dismiss, holding the contract is a shipment contract under UCC and risk of loss passed to Stampede when delivered to the carrier; negligence and quasi-contract claims fail.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the breach of contract claim is plausible under UCC risk of loss. | Stampede argues 1SaleADay breached by delivering to an unauthorized recipient. | 1SaleADay contends the transaction is a shipment contract with risk passing at carrier delivery. | Dismissed; no plausible breach under shipment contract/risk of loss framework. |
| Whether 1SaleADay owed an independent negligence duty. | Duty arises from care in tendering goods independent of contract. | No independent duty; contract governs obligations. | Dismissed; no independent duty sufficient for negligence. |
| Whether quasi-contract theories survive where a written contract governs the subject matter. | Unjust enrichment/money had and received apply in absence of contract. | Existence of a valid contract precludes quasi-contract claims. | Dismissed; quasi-contract claims fail due to enforceable contract. |
Key Cases Cited
- Windows, Inc. v. Jordan Panel Systems Corp., 177 F.3d 114 (2d Cir. 1999) (strong presumption for shipment contracts under UCC when destination not expressly required)
- Clark-Fitzpatrick, Inc. v. Long Island R.R., 70 N.Y.2d 382 (1987) (breach of contract not tort unless independent duty exists; mere language of due care not enough)
- Chase Manhattan Bank v. Nissho Pacific Corp., 254 N.Y.S.2d 571 (App. Div. 1964) (delivery term FOB origin; delivery to carrier equates to delivery to buyer)