notification be received by the other party." Comment 8 to U.C.C. Section 2-309 explains:
"Subsection (3) recognizes that the application of principles of good faith and sound commercial practice normally call for such notification of the termination of a going contract relationship as will give the other party reasonable time to seek a substitute arrangement."
Further, Professor Anderson explained:
"In view of the fact that UCC Section 2-309(3) requires that 'reasonable notification be received by the other party' it is clear that 'reasonableness' does not relate to the mechanics of notice but to circumstances under which the notice is given and the extent of advance warning of termination that it gives. This construction is further supported by the general requirement of good faith. The requirement that reasonable notification be given is not restricted to the manner of giving notice but requires that it be given a reasonable time in advance of the actual termination date."
2 Anderson, supra, Section 2-309:18, at 551.
With respect to distributorship agreements, he specifically stated:
"The reasonableness of notice of termination in the case of a distributorship contract would 'seem to hinge closely upon the amount of time necessary to enable the distributor to look for a new source of supply.'"
Id. at 551 & n. 12 (citing Aaron E. Levine & Co., supra, 429 F. Supp. at 1039); see also Bak-a-Lum Corp. v. Alcoa Bldg. Prod., 69 N.J. 123, 129, 351 A.2d 349 (1976) (notice to terminate distributorship must be reasonable).
Assuming arguendo, that Mr. Alfin's January 19th telex constituted a notice of termination, the notice could not possibly be reasonable under any reading of the evidentiary materials put before me. A reading of the authorities interpreting the Section 2-309(3) of the Code, as I have done above, indicates to me that the following is necessary to provide reasonable notice of termination: notice must be given a reasonable time in advance of termination -- specifically, with respect to distribution agreements, the notice must give the buyer reasonable time to find other arrangements. Here, the record is clear that no time elapsed between the telex notice and the termination. The telex reflects that the plaintiff had no further arrangement with the defendant as of the time the plaintiff read the telex. Since the telex provided no time between notice and termination, there is no factual issue as to whether the length of time was or was not reasonable. Since notice of termination and termination occurred simultaneously, there was no chance for the plaintiff to make alternate arrangements or close its affairs in an economically proper manner in the interim. See Section 2-309, Comment 8. This telex from the defendant was therefore an unreasonable notice of termination.
I am well aware that determinations of reasonableness are usually left for the trier of fact. Here, however, where the facts indicate no time lapse between notice and termination, I believe that a reasonable trier of fact could only come to one conclusion -- that the defendant did not provide reasonable notice and was therefore in breach of his duty under the agreement as supplemented by the provisions of the New Jersey U.C.C. See Anderson, supra, 477 U.S. at 251-52 (where evidence is so one-sided as to evince but one conclusion, summary judgment may issue). Hence, I will grant the plaintiff's motion for summary judgment as to liability.
I note, before concluding, that the defendant has also contended, with respect to damages, that the plaintiff should not receive its reliance damages for the loss that it suffered for employing an employee under a one-year irrevocable employment agreement. The defendant asserts that this reliance was allegedly unreasonable. It appears to me that the reasonableness of this reliance should be assessed by the trier of fact as to damages, because the materials before me at this time could fairly produce two different outcomes. Accordingly, this aspect of the defendant's motion for summary judgment, as well as the remainder of its motion for summary judgment concerning its nonliability, is denied.
For the reasons stated before above, I will grant the plaintiff's motion for summary judgment as to liability under the U.C.C. and deny the defendant's motion for summary judgment as to nonliability and damages.
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