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FLORIAN GREENHOUSE, INC. v. CARDINAL IG CORP.

June 25, 1998

FLORIAN GREENHOUSE, INC. (a New Jersey Corporation), Plaintiff,
v.
CARDINAL IG CORPORATION (a Minnesota Corporation), Defendant.



The opinion of the court was delivered by: WALLS

OPINION

 Walls, District Judge

 This matter arises from a commercial dispute between Florian Greenhouse, Inc. ("Florian") and Cardinal IG Corporation ("Cardinal"). Defendant Cardinal moves to dismiss Counts Three, Four, Five, and Six of the First Amended Complaint pursuant to Fed. R. Civ. P. 12(b)(6) and 9(b). It also moves to dismiss plaintiff's claim for punitive damages. Under Fed. R. Civ. P. 78, the Court decides this motion without oral argument by counsel. For the following reasons, defendant's motion is denied.

 Factual and Procedural Background

 For the purposes of this motion to dismiss, the Court accepts as true all allegations in the First Amended Complaint.

 Plaintiff Florian is a New Jersey manufacturer and distributor of greenhouses and solarium products for resale and installation. First Amended Compl. PP 1, 5. Defendant Cardinal is a manufacturer of glass products and is incorporated in Minnesota. Id. PP 1, 6. The Court exercises diversity jurisdiction over this matter.

 In August 1996, Florian expressed interest in purchasing Cardinal's new glass product, LoE(R), which had performance specifications superior to other available products. Id. P 9. The parties commenced negotiations regarding pricing and delivery. Id. P 11. Florian informed Cardinal that if they were to reach an agreement, Florian would revise its catalogs and marketing plans to feature Cardinal's glass and the product performance advancements that it would make possible. Id. P 13. The parties reached a preliminary agreement on pricing and arranged for Cardinal representatives to travel to Florian's plant. Id. P 14.

 Representatives from both companies met on September 18 to discuss a wide variety of topics, including Cardinal's arrangement to exclusively supply one particular coating to Four Seasons Solar Products Corporation ("Four Seasons"), one of Florian's competitors. Id. P 21. Florian alleges that Cardinal represented that it was "the coating that Four Seasons had an exclusive on" and "not any particular glass." Id. P 22. According to the complaint, Cardinal also stated that the Four Seasons coating "only impacted on the 'color' of the glass," the "performance [would] be very very close" to Cardinal's other standard glasses, and Cardinal would be "able to sell all of those products to Florian." Id. Cardinal assured Florian that its arrangement with Four Seasons would not present any obstacle to the supply of glass to Florian. Id. P 23.

 The parties also discussed other issues such as pricing, quantities, delivery times, stocking programs, terms of payment, and other ancillary services Cardinal would provide. Id. P 24. After comparing various samples, Florian entered into an agreement to purchase the LoE(R) Sun 171 and LoE(R) Sun 156 products from Cardinal. Id. P 28. The defendant assured Florian that it would be able to fill all future orders. Id. P 33. On September 19, Cardinal sent Florian a written confirmation of the basic terms of the agreement. Id. P 41. Although Cardinal disputes the existence of such an agreement, the Court must read the complaint in the light most favorable to the plaintiff and assume that the parties entered into a contract.

 Plaintiff contends that, in reliance on this contract, it altered its national advertising campaign to feature Cardinal's LoE(R) brand glass and edited all catalogs, brochures, and price lists accordingly. Id. PP 34-34. Florian distributed its revised catalog to architects, engineers, and builders throughout the country. Id. P 36. It also circulated advertising materials to its dealers and customers. Id. P 37. As a result of these extensive solicitation efforts, Florian (1) received specifications that designated product lines requiring LoE(R) glass; (2) received orders for products containing LoE(R) glass; (3) began to build the new product lines with LoE(R) glass; and (4) initiated sales of these new products. Id. P 38.

 Pursuant to the agreement, Florian ordered and received LoE(R) glass through January 1997. Id. PP 42-43. On or about February 1, 1997, Cardinal stopped filling the orders. Id. P 44. Three days later, Cardinal in writing informed Florian that it would make no further shipments. Id. P 45. Cardinal contends that it ceased filling these orders when it realized that its contract with Four Seasons required it to supply the LoE(R) Sun 171 and LoE(R) Sun 156 products exclusively to Four Seasons.

 On February 18, 1997, plaintiff filed a two-count complaint against Cardinal for breach of contract and promissory estoppel. Plaintiff sought specific performance of the alleged agreement as well as appropriate monetary relief. On February 24, 1998, Magistrate Judge Joel Pisano heard oral argument on plaintiff's motion to amend its complaint and granted leave to add five additional counts for tortious interference with contractual relations (Count Three), tortious interference with prospective economic advantage (Count Four), common law fraud (Count Five), consumer fraud (Count Six), and breach of the duty of good faith and fair dealing (Count Seven). *fn1" The First Amended Complaint also seeks punitive damages. Cardinal has asserted counterclaims alleging nonpayment for the goods, conversion, and violation of Section 43(a) of the Lanham Act.

 Legal Standard

 On a Rule 12(b)(6) motion, the court is required to accept as true all allegations in the complaint and all reasonable inferences that can be drawn therefrom, and to view them in the light most favorable to the non-moving party. See Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380, 1384 (3d Cir. 1994). The question is whether the plaintiff can prove any set of facts consistent with his allegations that will entitle him to relief, not whether he will ultimately prevail. See Hishon v. King and Spalding, 467 U.S. 69, 73, 81 L. Ed. 2d 59, 104 S. Ct. 2229 (1984).

 While a court will accept well-pleaded allegations as true for the purposes of the motion, it will not accept legal or unsupported conclusions, unwarranted inferences, or sweeping legal conclusions cast in the form of factual allegation. See Miree v. DeKalb County, Ga., 433 U.S. 25, 27 n.2, 53 L. Ed. 2d 557, 97 S. Ct. 2490 (1977); Washington Legal Found. v. Massachusetts Bar Found., 993 F.2d 962, 971 (1st Cir. 1993); Violanti v. Emery Worldwide A-CF Co., 847 F. Supp. 1251, 1255 (M.D. Pa. 1994). Moreover, the claimant must set forth sufficient information to outline the elements of his claims or to permit ...


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