Meinrath v. Singer Co.

87 F.R.D. 422 (S.D.N.Y. 1980)

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Nature of the Case

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Facts

Meinrath (P) is a Belgian entrepreneur engaged in the marketing and distribution of computers and computer-related products principally in the Benelux countries and France. P had an agreement with Unicard and Singer (D). The Agreement was comprised of three integrated parts: (1) an agreement of purchase and sale, by which P agreed to sell and D to purchase for the sum of $280,000 P's exclusive rights to distribute Cogar computers and computer-related equipment throughout Europe through his four 'Unicard companies'; (2) an employment agreement, whereby D hired P to aid in the sale and distribution of its subsidiary Cogar's computers in Europe at an annual salary of $40,000; and (3) a bonus compensation agreement, by which D agreed to pay to P commissions, ranging from a minimum of $220,000 to a maximum of $720,000, for orders booked for the sale or lease of the computers. P seeks recovery of three separate items of damage, each under a different theory of law. P claims that as of the date of the Agreement he 'had consummated or (was) in the process of consummating' enough sales to entitle him to receive the maximum amount of bonus compensation under the contract; that is, $720,000. To date, P has received bonus compensation payments of $220,000 in American currency and later payments in Belgian francs in amounts equivalent to $200,000. Thus, his first claim is for $300,000 the difference between the amount he received in bonus compensation and the maximum allowable amount, to which he claims entitlement. The second item of his claim is based upon the dramatic decline of the dollar vis-a-vis the Belgian franc in the years since the unpaid bonus compensation allegedly became due. P claims that, in addition to the $300,000 in bonus compensation, he is entitled to $155,000, which represents the 'present-day American currency equivalent of the number of additional Belgian francs which (he) should have been paid as and when maximum Bonus Compensation was due and owing.' The contract, upon which P predicates his claim, mentions only amounts in American dollars; it does not refer to or require payments in Belgian or any other currency. P also claims 'consequential damages' in the amount of U.S. $770,000. This claim is based upon allegations that D knew at the time it entered into the contract that P had substantial subsisting business ventures that would survive the Agreement; that P repeatedly apprised D and its representatives of the necessity for prompt payment of the bonus compensation as it became due in order to provide working capital for his Unicard ventures; and that as a direct, foreseeable result of D's failure to make timely payments to which he claims he was entitled but defendant denies, P's other businesses suffered substantial losses, which in turn injured him. D raised eight affirmative defenses ranging from the allegation that P's amended complaint has failed to state a claim, to assertions that P breached warranties in the contract and failed adequately to perform his employment obligations under the contract. In addition, Singer has asserted counterclaims for: (1) the return of any bonus compensation paid to P that in fact was not due under the agreement, and (2) for $3,597.57 allegedly owed by one of P's companies, Unicard France, for computer-related goods shipped to it by D's subsidiary, the Cogar Corporation ('Cogar'), on November 7, 1972, which remains unpaid. Before the Court are cross-motions by D for summary judgment on the consequential damages and dollar depreciation claims; and by P to strike all eight affirmative defenses, as well as for summary judgment on the two counterclaims.