Kaloti Enterprises, Inc. v. Kellogg Sales Company

699 N.W.2d 205 (2005)

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Nature of the Case

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Facts

P is a wholesaler of food products. Over several years, P and D entered into numerous transactions through D's agent, Geraci. In each transaction, Geraci approached P to sell D products. Geraci negotiated all elements of the transaction for D and accepted purchase orders from P and processed these orders, which were ultimately accepted by D. D acquired Keebler Foods and changed how it marketed NutriGrain and Rice Krispie Treat products. D decided to sell them directly to the same stores that P did. Geraci knew that D had changed to a direct-sales mode of marketing, but solicited its 'normal' quarterly order from P. Geraci and D knew that it would take P three months to resell this order. D delivered and P paid for the order only to find out two weeks later that P's major and usual customers would no longer purchase products from P because D was selling directly to them. D attempted to return the product, but D has refused to accept delivery and has refused to reimburse P. P sued alleging that D intentionally concealed facts materials and intentionally misrepresented those facts to P in order to get another order. The trial court dismissed the case, and P appealed.