On appeal from the Superior Court of New Jersey, Law Division, Bergen County, Docket No. DC-033766-10.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted October 31, 2011
Before Judges A. A. Rodriguez and Sabatino.
Defendant, Caroline*fn1 Fu ("Fu") appeals from a judgment entered against her on March 8, 2011, after a trial in the Special Civil Part. We affirm the judgment in part, reverse it in part, and remand the case for the entry of a modified judgment.
Plaintiff, Talona Riviere ("Riviere"), is a seller of children's clothing. Fu is a clothing designer who does business through her corporation, Caroline Design, Inc. ("CDI"). The case involves a dispute arising out of an oral agreement for Fu's company, CDI, to provide sample garments for Riviere to exhibit as part of her fall collection at two trade shows. The first trade show, "The Magic Show," was in August 2010 in Las Vegas, and the second show was the "ENK Children's Show" in October 2010 in New York City.
Riviere was disappointed in the quality of the sample garments that CDI provided her for the August show. Nevertheless, Riviere obtained three orders from customers totaling $3960 as a result of displaying those samples at the August show. However, CDI did not fill the customer orders.
Despite having reserved a display space at the Javits Center in New York City, Riviere did not attend the October show, allegedly because of CDI's failure to provide her with suitable garments. The Javits Center charged Riviere $2810 for reserving a space at the show. Riviere also incurred additional sums for fabrics and patterns.
The dispute over the samples prompted Riviere to bring a lawsuit against Fu in the Special Civil Part. Riviere asserted breach of contract claims relating to each show. She sought compensatory damages, including an initial claim of $5000 in alleged lost profits.*fn2 Fu denied liability, and asserted counterclaims against Riviere for unjust enrichment, contractual breach, and the intentional infliction of emotional distress.
After hearing the testimony of the parties, both of whom were represented by counsel at trial, the Special Civil Part judge concluded that there was an enforceable oral agreement for the production of samples at the two trade shows. With respect to the August 2010 show, the judge concluded that Riviere had been provided with conforming samples from the designer, consistent with what she had bargained for. However, the court found that the contract was breached with respect to the October 2010 show. The judge further concluded that the contract was also breached because of the designer's failure to fill customer orders generated from the August show.
Based on these findings, the trial judge entered final judgment in favor of Riviere against Fu. The judge awarded Riviere a total of $8,394.96 in damages. All but $1980 of that sum represents various out-of-pocket expenses, such as the costs of renting a booth at the August trade show and purchasing fabric. The $1980 was awarded as lost profits, half of the modified sum of $3960 in lost profits that Riviere had sought prior to trial. Defendant's counterclaim was denied.
On appeal, Fu raises two issues. First, Fu contends that it was improper for the court to impose personal liability upon her because she conducted business with Riviere through her corporation, CDI. Second, Fu contends that the award of lost profits was speculative and unsupported by the evidence. Fu does not contest the court's findings that the contract was breached in some respects. Nor does she challenge the out-of-pocket damages that were awarded, or appeal the court's dismissal of the counterclaims.
In opposition, Riviere argues that the final judgment against Fu is justified and supported in all respects by the evidence. Riviere has not cross-appealed the trial court's particular finding that the samples from the August show satisfied the contract.
We agree with Fu that the trial court should not have imposed personal liability upon her based on the facts adduced in the record. The judgment instead should have ...