Ocor Products Corp. v. Walt Disney Productions, Inc.

682 F.Supp. 90 (1988)

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Nature of the Case

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Facts

P has been the exclusive importer of a bag with a plastic handle known as the 'Model Oscar,' designed by a French corporation. P has held an exclusive license to manufacture and distribute the Model Oscar bag in the United States. A sales representative for P solicited an order from D for Model Oscar bags to be sold at the soon-to-be-opened EPCOT Center. P and D agreed to the purchase and sale of 300,000 bags. On December 20, 1983, D issued a merchandise order for 100,000 additional bags. Upon receiving P's document acknowledging the order, an assistant buyer for D, signed it and returned a copy to P. On the back of the document was a list of conditions of sale and delivery of which this was part: All designs which may be submitted in whatever form to the customer, or copies or derivatives of such designs, remain the exclusive property of PAK 2000. It is prohibited to reproduce, use, or remit to third parties such designs, artwork, etc., without our express written consent. Prior to the execution of the documents, D had sent a sample of the bag to Canasa Trading Group ('Canasa'), a Disney subsidiary, to have Canasa search for a foreign supplier of a bag of similar design at less cost. The sample found its way Hong Kong which easily arranged to have a similar bag designed by a Hong Kong manufacturer to replace the Model Oscar. The replacement bag has different artwork but has essentially the same handle as the Model Oscar handle. D placed its first order for the replacement bag. P alleges that D's actions constitute a breach of the contract provision and that D is liable for lost profits or, in the alternative, for unjust enrichment. D motioned for summary judgment on liability for unjust enrichment.