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HENRI STUDIO INC. v. HENRI STUDIO EDMONTON

April 24, 2003

HENRI STUDIO, INC., AN ILLINOIS CORPORATION; DEN MAR IV, AN ILLINOIS PARTNERSHIP; AND MARIO PROSPERI AN INDIVIDUAL; PLAINTIFFS,
v.
HENRI STUDIO EDMONTON LTD., A CANADIAN CORPORATION, DEFENDANT.



The opinion of the court was delivered by: Amy J. St. Eve, United States District Judge

MEMORANDUM OPINION AND ORDER

Plaintiff Den Mar IV has filed a motion for an expedited partial summary judgment, seeking a ruling that its notice of termination of a contract with Defendant was proper. The Court finds that the notice was proper and therefore grants Den Mar IV's motion, as detailed below.

FACTS

I. Parties

Plaintiff Henri Studio, Inc. ("Henri U.S.") is an Illinois corporation. (R. 41-1, Den Mar IV's Statement of Material Facts ¶ 1.) Its principal place of business is in Wauconda, Illinois. (Id.) Since the early 1960s, Henri U.S. has been making and selling concrete statuary. Plaintiff Den Mar IV is an Illinois partnership. (Id. ¶ 2.) Den Mar IV is the exclusive licensee of Henri U.S.'s designs outside of the United States. (Id. ¶ 12.) Plaintiff Mario Prosperi and his brother Dennis Prosperi are the sole partners of Den Mar IV. (Id. ¶ 3.) They both are citizens of Illinois (Id.) Mario Prosperi is also the president of Henri U.S. (Id. ¶ 11.)

Defendant Henri Studio Edmonton Ltd. ("Henri Edmonton") is a Provence of Alberta, Canada corporation. (R. 41-1, Den Mar IV's Statement of Material Facts ¶ 4.) Its principal place of business is in the Provence of Alberta. (Id.)

II. Parties' Relationship

On July 25, 1986, the parties to this lawsuit entered into an agreement ("License Agreement") related to the licensing, manufacture, and sale of lawn statuary. (R. 50-1, Def.'s Response to Den Mar IV's Statement of Material Facts ¶ 14.) That agreement established that Den Mar IV would provide Henri Edmonton the exclusive right to manufacture and sell certain lawn statuary designed by Plaintiffs in Canada. (Id. ¶¶ 14-15.)

A. License Agreement's Relevant Provisions

1. Termination Provision

Article XIV of the parties' License Agreement states that it:

shall terminate only upon the first of any of the following events to occur:
1. (a) Licensor or Licensee may terminate this Agreement upon providing at least ninety (90) days advance written notice of the date of such termination; or
(b) Licensee becomes insolvent, ceases doing business, has a winding up order made against it or passes a resolution to be wound up and has a receiver appointed over it or any of its assets, or fails to abide by the terms of this Agreement including failure to make any payments contained aforesaid; or
(c) Licensee shall be in material breach of any of the promises, covenants or conditions herein contained
2. Choice of Law and Forum

The parties agreed in Article XV that the License Agreement "shall be construed pursuant to the laws of the State of Illinois and ...


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