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P.H. International Trading Co. v. Christia Confezioni S.p.A.

March 29, 2007

P.H. INTERNATIONAL TRADING COMPANY D/B/A HANA K. FASHIONS PLAINTIFF,
v.
CHRISTIA CONFEZIONI S.P.A., AN ITALIAN CORPORATION AND FBLGINC, CORP., A CANADIAN CORPORATION, AND FBLG, INC., A DELAWARE CORPORATION, DEFENDANTS.



The opinion of the court was delivered by: Honorable David H. Coar

MEMORANDUM OPINION AND ORDER

Before this court are the summary judgment motions (Doc. Nos. 147, 151) of Defendants FBLG, Inc. and FBLGINC, Corp. (collectively "FBLG") and Defendant Christia Confezioni S.p.A. ("Christia"), seeking to dismiss the first amended complaint (Doc. No. 34) of Plaintiff P. H. International Trading Company d/b/a Hana K. Fashions ("Plaintiff" or "Hana K."). For the reasons stated below, Defendant FBLG's motion for summary judgment is GRANTED. Additionally, for the reasons set forth below, Defendant FBLG's motion for summary judgment is GRANTED.

I. FACTUAL BACKGROUND

Plaintiff has failed to timely file a timely Rule 56.1(b) statement, opting instead to file only a cursory response to the motions for summary judgment. See Response by Plaintiff P.H. International Trading Company (Doc. No. 161). Plaintiff therefore failed to provide the specific references to supporting or contradicting materials required under Rule 56. See Local Rule 56.1(b)(3)(B) (the opposing party shall file a "response to each numbered paragraph in the moving party's statement, including, in the case of any disagreement, specific references to the affidavits, parts of the record, and other supporting materials relied upon"); Local Rule 56.1(b)(3)(C) (non-movant's submission will contain "a statement, consisting of short numbered paragraphs, of any additional facts that require the denial of summary judgment, including references to the affidavits, parts of the record, and other supporting materials relied upon").

The consequence of these improper responses is that, for each, Defendants' version of the facts is deemed admitted. See id. ("All material facts set forth in the statement required of the moving party will be deemed to be admitted unless controverted by the statement of the opposing party."); see also McGuire v. United Parcel Serv., 152 F.3d 673, 675 (7th Cir. 1998) ("An answer that does not deny the allegations in the numbered paragraph with citations to supporting evidence in the record constitutes an admission....We will not take into consideration those additional facts improperly inserted into [the parties'] pleadings."); Valenti v. Qualex, Inc., 970 F.2d 363, 369 (7th Cir. 1992) ( "Any facts asserted by the movant and not contradicted in the manner specified by the rule are deemed admitted ....[A] responsive statement that is a flat denial, without reference to supporting materials, or with incorrect or improper references, and containing irrelevant additional facts, has no standing....").

Therefore, the relevant factual background is derived entirely from Defendants' Rule 56.1(a)(3) statements, or uncontested factual statements from the amended complaint.

A. The Parties

Plaintiff P.H. International Trading Company d/b/a Hana K. is a New York corporation owned by Hana and Pierre Lang that conducts business in Illinois. Hana K. is a wholesale seller of high-end coats. FBLG Facts ¶ 4. Defendant Christia is an Italian corporation owned by Manlio Sorio and operated by Francesco Sorio that has its principal place of business in Italy. Christia Facts ¶¶ 1, 2. Christia is in the business of manufacturing high-end shearling coats. Id. ¶ 1. Defendant FBLGINC, Corp., a Canadian corporation located in Canada, is a wholesale distributor and marketer of shearling coats. FBLG Facts ¶ 1. Defendant FBLG Inc. is a Delaware corporation engaged in marketing and internet work, with its principal place of business in Wilmington, Delaware. Id.

B. The Contractual Relationship between Hana K. and Christia

On April 21, 1989, Hana K. and Christia entered into a contract under which Hana K.*fn1 agreed to become the exclusive North American distributor of Christia shearling products. Am. Compl. ¶ 10. In exchange, Christia exclusively supplied Hana K. with shearling products for distribution in North America. Id. ¶ 11. In furtherance of this exclusive relationship, Hana K. marketed Christia's coats in North America. Id. ¶¶ 12, 13. In addition, Hana K.'s business card incorporated Christia's name and logo. Id. ¶ 14.

On May 1, 1995, Hana K. and Christia renewed their contractual relationship. "Exclusive Distributorship Agreement," Christia Facts Appendix Ex. 6 ("1995 Agreement"). This agreement stipulated: that Hana K. was the exclusive distributor of Christia garments in the United States and Canada; that Christia would otherwise sell, transfer, or deliver its garments in those countries; that Hana K. would not produce or directly market similar products through any intermediaries; and that Hana K. was required to purchase product from Christia and promote its sale in trade-fairs and expositions. Am. Compl. ¶ 15. Hana K. was compensated for its services through the sale of the shearling garments and received no additional compensation for its marketing efforts. Christia Facts ¶¶ 8, 9.

Under its terms, the Agreement expired after five years. However, at expiration the Agreement automatically renewed for an additional five-year term unless one of the parties expressly notified the other of its intent not to renew. Id. ¶ 16. The notice of intent to terminate had to be communicated via registered mail at least six months prior to the expiration of the initial five-year term:

This Agreement shall remain in force for other periods of five years, running from the date on which it is executed and, on its expiry, shall be tacitly renewed for a further five years, excepting for any notice to the contrary provided by one of the parties hereto, to be communicated, at least, six months prior to the expiry of the five-year period."

May 1, 1999 Agreement (Hana K. Transl.) ¶ 8.*fn2 During the term of this Agreement, Christia became frustrated with Hana K. regarding late payments and other problems, and memorialized its frustrations in a September 20, 1999 letter referencing the party's contractual obligations. Christia Facts ¶ 18-20.

The initial term of the 1995 Agreement between Christia and Hana K. would have expired on April 30, 2000. As such, the Agreement would automatically renew for another five years unless one of the parties communicated its intention to the contrary by October 31, 1999. Id. ¶ 16. In a letter dated and mailed from Italy by registered mail on October 29, 1999, Christia stated that the contract with Hana K. would not automatically renew for an additional five years after the initial five-year term expired. Id. ¶ 20. Hana K. received the letter on November 10, 1999. Id. ¶ 22.

The October 29, 1999 letter also initiated the negotiation of a new contract. Id. ¶ 21. Correspondence began at that point and lasted until May of 2000, during which Christia and Hana K. attempted to determine mutually-acceptable terms. Id. ¶¶ 23-30. At no time after October 29, 1999, did Christia expressly indicate to Hana K. that the parties had an exclusive distribution agreement. Id. ¶ 32.

Subsequent to receiving the letter, Hana K. continued to distribute Christia products in North America. Id. ¶ 33. In fact, in catalogues Christia continued to represent that Hana K. was "the distributor for Christia in North America." Am. Compl. ¶ 20. In a letter dated January 2002, Christia inquired about Hana K.'s marketing and advertising plans for a particular trade show. Id. ¶ 22. Hana K. continued to order shearling products from Christia, and Christia continued to supply shearling products to Hana K. Id. ¶ 23. Hana K. also exhibited ...


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