Palazzetti Import/Export, Inc., v. Morson
2001 WL 1568317 (S.D.N.Y.) (2001)
Palazzetti, a designer of fancy furniture
gave Morson, a dealer the exclusive right for 10 years to sell furniture
in Boston.
Morson was required to
pay Palazzetti $100k for the rights, plus a percentage of each sale.
After two years, Morson
stopped selling the furniture. Palazzetti sued for breach of contract.
Morson argued that the
contract didn't require him to sell any furniture at all, just that if he
did sell some, he'd give some of the profits to Palazzetti.
Morson argued that the consideration in this case was the $100k, not the reasonable
efforts to sell the furniture.
Palazzetti argued that it
was an implied provision that Morson would use reasonable efforts in selling the furniture.
Palazzetti argued that it
was an exclusive right so he is worse off without reasonable efforts. Also, the $100k could be trivial compared
to the profits he was expecting from the percentage of sales.
The Trial Court found Palazzetti.
The Trial Court found that
the $100k was a trivial amount compared to the amount Palazzetti would
have received if Morson had been selling the furniture (estimated at
$3M).
Compare this case to Wood
v. Lucy, Lady Duff-Gordon (118 N.E.
214 (N.Y. 1917)) which said that you have to look at the entirety
of the contract in order to come to a conclusion.