44 A.D.2d 639 | N.Y. App. Div. | 1974
Appeal from a judgment of the Supreme Court in favor of plaintiff, entered September 8, 1972 in Albany County, upon a decision of the court at a Trial Term, without a jury. Appellant, Weber Environmental Systems, is a manufacturer and installer of clean rooms and filtration systems that keep such rooms free of air pollutants. Respondent, Mister Filters, Inc., is an installer of clean rooms and filtration systems. On July 25, 1969, respondent entered into a contract whereby respondent became an agent of appellant for the distribution and installation of its products. The contract provided for a specific territory wherein respondent was to make its sales and was on a form prepared by appellant. The contract provided that it could be terminated on a breach by either party upon 30 days’ notice of termination. On December 8, 1970, appellant mailed a notice of termination to respondent alleging a failure to pay for all products invoiced within 30 days of the invoice date as provided by the agreement. In the fall of 1970, appellant submitted a bid for the installation of a clean room at the Xerox plant in Rochester, New York, which was within the territory allotted to respondent, and had also solicited contracts from others within the territory assigned to respondent. Defendant, Frank Flynn, had been employed by respondent from November, 1967 until August 10, 1970 when he became employed by appellant. In the month of December, 1970, respondent commenced this action to enjoin appellant and Flynn from soliciting business or accepting orders other than from respondent within its dealership area, from submitting a bid to Xerox Corporation in Rochester, New York, and for damages alleging that the agreement between respondent and appellant constituted respondent as the exclusive representative and distributor for appellant in the territory specified in the agreement which included the State of New York. The written contract, however, did not state that respondent had the exclusive right to represent appellant within the specified territory. At the trial, respondent’s president and the founder of the appellant were permitted to testify as to oral representations of the exclusive nature of the contract. The trial court determined that the contract granted an exclusive territory to respondent; that appellant had breached the contract by making direct sales within the territory specified in the contract; and that respondent