This section contains the nature of the case and procedural background.

Theatrical (P) is a domestic corporation in the business of selling theatrical supplies. GAM (D) is a manufacturer and distributor of specialty lighting products, including those used in the television, theater, and motion-picture industries. Its principal place of business is in Los Angeles, California. The parties entered into negotiations that would lead to P becoming a distributor of D's products on the East Coast. The parties executed a written distributor agreement dated September 1, 2007, which gave P a non-exclusive right to sell D's products. The written agreement contains the following merger clause: All understandings and agreements between the parties are contained in this agreement, which supersedes and terminates all other agreements between the parties. P contends that the parties entered into an oral master-distributor agreement, as evidenced by e-mails dated May 24 and June 7, 2007. The written agreement gave it the right to sell D's products to retail end-users, while the purported oral agreement gave it the right to sell D's products to small distributors on the East Coast who could not meet D's minimum purchase requirements and to whom D would not otherwise sell or distribute products. P claims it relied on representations made by D that it would not compete with P for sales orders under $75, as well as other small purchases, that D would direct orders from small east-coast distributors and dealers. D would also dedicate staff and resources to facilitate P's transition to a wholesale master distributor. In anticipation of becoming a master distributor, and as required by the terms of the parties' written agreement, P ordered $30,000 worth of merchandise, which it was subsequently unable to sell. P claims that D fraudulently induced it to enter into the oral master-distributor agreement and that D breached both the oral and written agreements by selling its products to small dealers and distributors without regard to the minimum order requirements, by not requiring east-coast dealers and distributors to place their orders through P, and by failing to provide sales support and training. P sued for breach of contract, breach of the covenant of good faith and fair dealing, and fraud in the inducement. D moves to dismiss the complaint.

The legal issues presented in this case will be displayed here.

The court's holding and decision will be displayed here.

Legal analysis from Dean's Law Dictionary will be displayed here.