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Integrity Material Handling Systems Inc. v. Deluxe Corp.

January 19, 1999

INTEGRITY MATERIAL HANDLING SYSTEMS, INC., PLAINTIFF-APPELLANT,
v.
DELUXE CORPORATION AND PAPER DIRECT, INC., DEFENDANTS-RESPONDENTS.



The opinion of the court was delivered by: Cuff, J.A.D.

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION

Argued: November 30, 1998

Before Judges Petrella and Cuff.

On appeal from the Superior Court of New Jersey, Law Division, Bergen County.

Plaintiff is a disappointed bidder for a contract to dismantle a private storage and distribution facility and to purchase and dispose of its equipment. It commenced an action to prevent defendants from selling the equipment to another and for damages. After its request for injunctive relief was denied, Judge Guida granted defendants' motion for summary judgment and dismissed plaintiff's complaint. On appeal, plaintiff contends that it presented ample evidence to raise a genuine issue of material fact concerning the existence of a contract. We affirm.

Our statement of facts reflects our consideration of the evidence in the light most favorable to the plaintiff, the party opposing summary judgment. Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 523 (1995); Dairy Stores, Inc. v. Sentinel Publ'g Co., 104 N.J. 125, 135 (1986).

Plaintiff, Integrity Material Handling Systems, Inc., is in the business of dismantling and liquidating business equipment. In the Summer of 1996, defendant Deluxe Corporation decided to close the Lyndhurst warehouse and distribution facility of its wholly-owned subsidiary, defendant Paper Direct, Inc. To effectuate the closure, all stock had to be moved from the warehouse and all shelving and conveyor systems had to be dismantled and removed. Charles Pedrani, President of plaintiff, learned of the impending closure and met with representatives of defendant Deluxe, Larry Sieber and Ray Knapp, at the Lyndhurst facility on August 12, 1996. Also present was Ken Orchard of Norell Systems, Inc., who had informed Pedrani of the availability of the equipment.

Pedrani visited the site to view the equipment and to evaluate the resources needed to dismantle and remove it in accordance with defendants' timetable. During the facility inspection, Pedrani gave Sieber and Knapp a $100,000 oral quote to remove and purchase the equipment. According to Sieber, he emphasized to Pedrani that the equipment had to be dismantled by September 15, and removed by September 30. The meeting continued over dinner where the men discussed their respective responsibilities under the agreement.

On August 14, 1996, Pedrani and Orchard again met with Sieber at the Lyndhurst facility. They discussed the project and the timetable. After Pedrani assured Sieber that he could complete the job by September 30, he hand-wrote a purchase order for the three major items of equipment. The purchase order did not list the total price but did state "1/3 Dep 1/3 Down 1/3 Out." Pedrani gave Sieber a $34,000 check which Sieber took but did not negotiate.

During the August 14 meeting, Sieber introduced Pedrani to Bill Hall as a contractor employed by defendants to dismantle the facility. Pedrani and Hall talked for a while about removing the materials from the building. In his deposition, Hall stated that Sieber told him that Pedrani had the contract. Hall stated that he was worried about "the onset of litigation" after defendants reneged on the deal. Sieber told Hall that he had been "bullied" by Pedrani, a "big burly New Jersey guy," into accepting the check and handshake.

Later that day, Pedrani wrote a memo which he claims confirmed the agreement reached by Sieber and him. Significantly, two signature lines were placed on the document: one for Pedrani's signature on behalf of plaintiff and one read "Acceptance by Deluxe Corporation." This document was never signed by defendants.

As to other events of August 12 and 14 and their significance, the parties disagree. According to Sieber, he and Knapp informed Pedrani that a written contract would have to be executed, and it would not become binding until the entire proposal was reviewed and approved by the engineering and legal staffs in Minnesota. Sieber claimed further that Pedrani did not object to this and understood that several other firms had submitted competing bids. According to Pedrani, he was told that a decision would be reached within a few days and he believed that Sieber and Knapp were comfortable with his proposal. Pedrani claimed that nobody informed him that the legal department in Minnesota had to approve the agreement.

Pedrani also contends that he and Sieber shook hands on August 14 which signified to him the Conclusion of an oral contract. Sieber denied shaking hands with Pedrani and claimed that an oral contract was never reached because Pedrani knew that he needed approval from the home office. Furthermore, Sieber notes that the purchase order was handwritten solely by Pedrani and was never signed by Sieber.

Sieber asserted that Pedrani insisted that he accept the check and that he did so reluctantly. Sieber stated that he considered the check simply a show of good faith and never cashed it. He claimed that before he took the check, he again told Pedrani that the agreement would not be finalized until a written proposal was reviewed and approved by the home office. ...


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