Contracts Are Never Clear Enough
Product DetailsLanguage related to manufacturer/distributor agreements is often fuzzy. Two recent appellate court cases involving electronics distributors, one centered on termination and the other on order cancellation, underscore the critical need for clarity in contracts.
What's in a termination?
In Electronic Guarding Products v. SICK Optic-Electronics, Inc., et. al., Electronic Guarding Products (EGP), served as one of several distributors for SICK Optic-Electronics, Inc. (SICK). While no written agreement existed between SICK and EGP, its relationship was nonetheless spelled out (or so the parties thought) in a Distributor Policy. SICK sought to change its marketing focus, and terminated EGP and its other distributors in favor of an exclusive distribution ...