QUESTION
What remedies do I have against a seller that I have an implied contract with who now seeks to breach this agreement?
Asked on Jul 19th, 2012 on Contracts - New York
More details to this question:
I am facing some problem with one of my suppliers. They''ve basically offered us their dresses to be sold at our shop and we''ve accepted their offer and paid a deposit as according to their terms of sale. Lots of things have been done - press release of our launch has been approved by the pr team of our supplier, they''ve already sent us fabric swatches and their lookbook for their most recent collection. They''ve also done advertisement layouts for the magazines that we will be advertising in.
So today, they tell me that one of the shops in country X that they have a partnership with have approached them to sell our supplier''s dresses in Country Y (where my shop is located) . Would I have a case against my supplier should they decide not to continue with us (ie. not to continue with the performance of our order)? Our order was placed 3 months ago together with the deposit (50% of the total purchase price). The remaining payment is due in Augwith delivery dates of dresses in mid Aug.
1 ANSWER
Frankly, I have a little difficulty determining the exact circumstances you face from your description. From what you've written about placing a deposit according to to the terms of sale, with due dates for the remaining payment and delivery, it seems that you have an express contract. Whether the supplier's cancelation of that contract would constitute a breach depends on the terms of the contract, which in turn, assuming that cancelation was not an issue with which you explicitly dealt in the contract, might depend on your course of business with this vendor, or the custom and usage in your industry. If cancelation is a breach, you may be able to recover damages. While it will probably be very difficult to prove any lost profits damages, an alternate remedy would be to recover any amounts you laid out in reliance on the supplier's promise to perform.
Answered on Jul 23rd, 2012 at 4:24 PM