Beautiful Jewellers Private Limited v. Tiffany & Co. , 438 F. App'x 20 ( 2011 )

10-3039-cv
Beautiful Jewellers Private Limited v. Tiffany & Co.
UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT
SUMMARY ORDER
RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A
SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS
GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S
LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH
THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC
DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY
ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second Circuit, held at the
Daniel Patrick Moynihan Courthouse, 500 Pearl Street, in the City of New York, on the 16th day
of September, two thousand eleven.
Present:
GUIDO CALABRESI,
ROBERT A. KATZMANN,
Circuit Judges,
JOHN GLEESON,
District Judge.*
________________________________________________
BEAUTIFUL JEWELLERS PRIVATE LIMITED, MITTAL COURT “A” WING, 10TH
FLOOR, NARIMAN POINT, MUMBAI, INDIA 400021,
Plaintiff-Appellant,
v. No. 10-3039-cv
TIFFANY & CO., 727 FIFTH AVENUE,
Defendant-Appellee.
________________________________________________
For Plaintiff-Appellant: TODD A. HIGGINS, Crosby & Higgins, LLP, New York,
N.Y.
*
The Honorable John Gleeson, United States District Judge for the Eastern District of
New York, sitting by designation.
For Defendant-Appellee: JEFFREY A. MITCHELL (Don Abraham, on the brief),
Gibbons, P.C., New York, N.Y.
Appeal from the United States District Court for the Southern District of New York
(Daniels, J.).
ON CONSIDERATION WHEREOF, it is hereby ORDERED, ADJUDGED, and
DECREED that the judgment of the district court be and hereby is AFFIRMED.
Plaintiff-Appellant Beautiful Jewellers Private Limited (“BJP”) appeals from the June 29,
2010 judgment of the district court granting the motion of Defendant-Appellee Tiffany & Co.
(“Tiffany”) for summary judgment dismissing the complaint. On appeal, BJP contends that the
district court erroneously concluded as a matter of law that there was no verbal agreement
between the parties that BJP would be Tiffany’s exclusive retailer in India for as long as Tiffany
sold goods there and, in any event, that Tiffany’s termination of BJP as an authorized Tiffany
retailer was not a breach of that agreement. BJP argues in the alternative that even assuming the
parties had only an at-will business relationship, it raised a genuine issue of material fact that
Tiffany failed to provide BJP a reasonable notice of termination. Finally, BJP maintains that the
district court erred in dismissing, for failure to raise a genuine issue of material fact, its claims
for unjust enrichment, breach of fiduciary duty, and promissory estoppel. We assume the
parties’ familiarity with the facts and procedural history of this case.
“We review a grant of summary judgment de novo, examining the evidence in the light
most favorable to, and drawing all inferences in favor of, the non-movant.” Sheppard v.
Beerman, 317 F.3d 351, 354 (2d Cir. 2003).
BJP argues first that the district court erred in concluding as a matter of law that the
parties did not enter into a verbal agreement that BJP would be Tiffany’s exclusive retailer in
2
India for as long as Tiffany sold jewelry there. Under New York law, the elements of a cause of
action for breach of contract are (1) the existence of a contract, (2) performance of the contract
by one party, (3) breach by the other party, and (4) damages suffered as a result of the breach.
First Invs. Corp. v. Liberty Mut. Ins. Co., 152 F.3d 162, 168 (2d Cir. 1998). To establish the
existence of an enforceable agreement, the plaintiff must demonstrate “an offer, acceptance of
the offer, consideration, mutual assent, and an intent to be bound.” Kowalchuk v. Stroup, 873
N.Y.S.2d 43, 46 (1st Dep’t 2009). “Under traditional principles of contract law, questions as to
what the parties said, what they intended, and how a statement by one party was understood by
the other are questions of fact; however, the matter of whether or not there was a contract, in
light of the factual findings on these questions, is an issue of law.” Ronan Assocs., Inc. v. Local
94-94A-94-B, Int’l Union of Operating Eng’rs, 24 F.3d 447, 449 (2d Cir. 1994); see also
Cortland Asbestos Prods., Inc. v. J. & K. Plumbing & Heating Co., 304 N.Y.S.2d 694, 696 (3d
Dep’t 1969) (“[W]hile the existence of a contract is a question of fact, the question of whether a
certain or undisputed state of facts establishes a contract is one of law for the courts . . . .”).
As an initial matter, BJP concedes that there is no written evidence of its alleged oral
agreement with Tiffany. It likewise does not dispute that during the ten-year period in which
BJP sold Tiffany goods in India, the parties never executed a written agreement. The unsigned
draft agreements exchanged between the parties do not reflect the existence of a verbal
agreement that was to continue indefinitely or for as long as Tiffany sold products in India. Nor
did BJP ever refer to an existing oral agreement during the parties’ contract negotiations or in its
comments on Tiffany’s draft agreements. Instead, all of the draft agreements specified an
expiration date with an optional extension date. For example, the Tiffany’s draft dated
3
September 24, 1996 expires by its terms on January 31, 2001. It expressly provides that “the
parties, intending to be legally bound, have executed this Agreement,” App. 538, and that the
“Agreement may not be modified, altered or amended except by an agreement in writing signed
by both parties,” id. at 524. Although BJP commented on that draft on December 4, 1996, it did
not dispute any of these provisions. See, e.g., R.G. Group, Inc. v. Horn & Hardart Co., 751 F.2d
69, 76 (2d Cir. 1984) (concluding that there was no oral agreement where the parties’ draft
franchise agreement “declared on its face that ‘when duly executed’ it would set forth the
parties’ rights and obligations, that there were no other agreements between the parties, and that
any modification in the agreement would also have to be in writing and signed”).
Moreover, instead of demanding from Tiffany an agreement providing for an indefinite
distributorship, BJP requested a limited-term agreement with a four-year extension. If, as BJP
asserts, the parties had agreed by July 1996 to an exclusive distributorship for as long as Tiffany
sold jewelry in India, it would have been illogical for Rajesh Mehta, BJP’s principal, to respond
to Tiffany’s proposed one-year written agreement with a request for a four-year written
agreement. Other communications from BJP also are inconsistent with the existence of a valid
oral agreement. For example, BJP drafted and submitted to Tiffany a memorandum of
understanding (“MOU”), which states: “Tiffany agrees that once this MOU gets converted inot
[sic] a full fledged agreement, Beautiful shall be the exclusive marketing agent of Tiffany in
India.” App. 504 (emphasis added). Similarly, in a March 31, 2005 letter responding to
Tiffany’s termination notice, BJP asserted that “[Tiffany] has repeatedly assured us that till end-
2006 we would continue to represent Tiffany & Co. in Mumbai after which you would consider
further negotiation of our contract.” Id. at 594. These communications belie BJP’s purported
4
belief that it was Tiffany’s exclusive distributor in India for as long as Tiffany sold goods there.
In any event, Mehta’s own testimony does not support the statement in his affidavit that
BJP had an exclusive distribution agreement “to last for as long as Tiffany continued doing
business in India.” Id. at 485. When asked during his deposition about the exact words that
formed the purported oral agreement, Mehta responded that the parties had agreed to an “open-
ended tenure.” Id. at 754. He did not testify that the purported agreement would continue
indefinitely at BJP’s option or until Tiffany discontinued doing business in India. In view of
Mehta’s recollection of an agreement for an “open-ended tenure” and the lack of any testimonial
or documentary evidence of an oral agreement, the district court correctly held that no rational
juror could find that there was an oral agreement that BJP would be Tiffany’s exclusive retailer
in India for as long as Tiffany sold goods there. The district court therefore did not err in
granting summary judgment dismissing BJP’s contract claim.
We turn next to BJP’s contention that even assuming the parties had only an at-will
business relationship, Tiffany failed to provide BJP with reasonable notice that it was
terminating BJP as its retailer. The question of whether notice is needed under New York law
for a contract of this sort is not altogether clear. See, e.g., Haines v. City of New York, 41 N.Y.2d
769 (N.Y. 1977). But see Copy-Data Sys. v. Toshiba America, 755 F.2d 293 (2d Cir. 1985). In
any event, upon our independent review of the record, and considering both the dubiety of
damages during the alleged lack of notice period, and the communications between the parties
prior to termination, we conclude that in the circumstances before us, BJP has raised no genuine
issue of material fact as to whether its right to notice under the at-will contract were breached.
Finally, for substantially the reasons stated by the district court in its memorandum
5
decision and order dated June 28, 2010, see Beautiful Jewellers Private Ltd. v. Tiffany & Co.,
No. 06 Civ. 3085 (GBD), 2010 WL 2720007, at *4 (S.D.N.Y. June 28, 2010), we affirm the
district court’s grant of summary judgment dismissing BJP’s claims for breach of fiduciary duty,
unjust enrichment, and promissory estoppel.
We have considered BJP’s remaining arguments and find them to be without merit. For
the reasons stated herein, the judgment of the district court is AFFIRMED.
FOR THE COURT:
CATHERINE O’HAGAN WOLFE, CLERK
6