(Download) "Sanyo Electric v. Pinros & Gar Corp." by Supreme Court of New York # eBook PDF Kindle ePub Free
eBook details
- Title: Sanyo Electric v. Pinros & Gar Corp.
- Author : Supreme Court of New York
- Release Date : January 18, 1991
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 68 KB
Description
After plaintiff commenced this action for goods sold and delivered, defendant interposed four counterclaims alleging fraudulent
inducement, breach of contract, promissory estoppel and conspiracy. The gravamen of the counterclaims is that plaintiff fraudulently
induced defendant to continue a distributorship arrangement, purchase the goods for which payment was sought, and expand its
sales force and warehouse/showroom facilities by misrepresenting that defendant would be plaintiff's primary distributor for
the New York and New Jersey area, replacing all smaller distributors, and that the agreement would remain in effect so long
as each party continued business operations. Before the alleged oral distributorship agreement was reduced to writing, plaintiff
terminated the relationship. The court below properly dismissed defendant's second counterclaim for breach of contract, on the ground that it was barred
by the statute of frauds requirement that an agreement which, by its terms, is not performable within one year from the making
thereof, is unenforceable unless evidence by a writing. (General Obligations Law § 5-701 [a] [1]; Northshore Bottling Co.,
Inc. v. C. Schmidt and Sons, Inc., 22 N.Y.2d 171.) We further find that proof of the alleged distributorship agreement is
barred by UCC § 2-201, which requires a signed writing with respect to contracts for the sale of goods in excess of $500.
(Swerdloff v. Mobil Oil Corp., 74 A.D.2d 258, lv. denied, 50 N.Y.2d 913.) We also find that summary judgment was properly
granted dismissing both the first counterclaim, for fraudulent inducement, and the third counterclaim, alleging promissory
estoppel. The submissions of the parties contain absolutely no showing of fraudulent intent on plaintiff's part at the time
the promise was allegedly made. Even based on defendant's allegations alone, summary judgment was warranted since fraudulent
inducement may not be based upon a statement of future intention, but requires evidence of a present intent to deceive (Sabo
v. Delman, 3 N.Y.2d 155). A cause of action for fraud is legally insufficient if, as here, the only fraud charged relates
to a breach of contract. (Trusthouse Forte Management, Inc. v. Garden City Hotel, Inc., 106 A.D.2d 271.) As to the counterclaim
for promissory estoppel, the uncontradicted facts in the record demonstrate that the alleged promise was not only vague and
indefinite but that it was completely contradicted shortly thereafter by written representations from plaintiff unequivocally
placing defendant on the same footing as its other distributors and clearly expressing the intent that the agreement was terminable
at will. These facts conclusively establish that any reliance by defendant upon the alleged oral promise was unreasonable
and unwarranted. Defendant having failed to make even a colorable showing of at least two of the essential elements of a cause
of action for promissory estoppel - i.e., a clear and unambiguous promise and reasonable reliance thereon by the party to
whom the promise is made, summary dismissal of such cause of action was appropriate. (Ripples of Clearview, Inc. v. Le Havre
Associates, 88 A.D.2d 120, 122, lv. denied, 57 N.Y.2d 609.) We note that defendant has raised no issue on appeal with respect
to the IAS court's dismissal of its fourth cause of action.
 "Sanyo Electric v. Pinros & Gar Corp." by Supreme Court of New York # eBook PDF Kindle ePub Free){kind=link}