TWO CANOES LLC v. AOBVIOUS STUDIO LLC
2:21-cv-19729
| D.N.J. | Apr 22, 2025Background
- This case arises from the sale of allegedly counterfeit 3M respiratory masks during the COVID-19 pandemic, passed through several intermediaries, ultimately reaching Two Canoes LLC (TC) and end users including NCDEM and a Dubai hospital group.
- TC alleges that Addian Inc. (and its principal, Addam Wolworth) sold counterfeit 3M masks via Aobvious Studio LLC and failed to replace or refund after the masks were returned as agreed.
- Addian claims it served only as a "middleman" logistics provider, denying that it sold goods, but the documentary evidence (invoices, payments, conduct) indicates Addian sold masks to Aobvious, which were then sold down the chain.
- A separate federal court action against Addian by 3M led to a finding that Addian likely sold counterfeit 3M masks, with a court order for seizure and destruction of masks.
- Procedurally, this action was brought by TC (as Aobvious's assignee) against Addian for breach of contract and various warranty claims, now at the summary judgment stage.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there a contract for sale of goods? | Invoices and conduct show a UCC-governed sale. | Only provided logistics services. | Court finds undisputed sale of goods; contract exists. |
| Did Addian breach contract by supplying fakes? | Sold masks as genuine 3M; masks were counterfeit | Not responsible for authenticity. | Breach found; contract was for 3M masks, which were fake. |
| Breach of implied warranties (merchant status)? | Addian was a merchant of PPE. | Was not regular PPE merchant. | Genuine issue of fact; summary judgment denied. |
| Express warranty enforceable by TC? | Yes; also as assignee of Aobvious (privity). | No privity required under GA law. | Granted for assigned claim; privity blocks TC direct claim. |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standards; no genuine issue for trial if facts don't support non-movant)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (standard for genuine issue of material fact at summary judgment)
- Celotex Corp. v. Catrett, 477 U.S. 317 (burden of proof and the shifting burdens on summary judgment)
- Goldfarb v. Solimine, 245 A.3d 570 (elements of breach of contract under NJ law)
- Globe Motor Co. v. Igdalev, 139 A.3d 57 (contract formation standards under NJ law)
- Spring Motors Distribs., Inc. v. Ford Motor Co., 489 A.2d 660 (discusses privity in warranty claims under NJ law)
- Jones v. Cranman’s Sporting Goods, 237 S.E.2d 402 (privity required for warranty claims under Georgia law)
- Bill Spreen Toyota, Inc. v. Jenquin, 294 S.E.2d 533 (express warranties by description in Georgia law)
- Century Dodge, Inc. v. Mobley, 272 S.E.2d 502 (contract descriptions can create express warranties in Georgia)