At the end of 1986, Mr Moreau, a representative of the defendant, was due to travel to Iceland to investigate the applicant`s activities. After a delay, Mr Moreau met with the complainant`s representatives and recommended to Alfin, in preparation for that meeting, to use another company as a distributor in Iceland. Mr. Moreau did not believe that the use of Yo-Ann would be in Alfin`s best interest. It is also possible to set a minimum quantity of orders that the merchant must make during a given period. If orders are below this threshold, certain corrective measures may be triggered, including termination of the distribution contract. However, the majority of jurisdictions dealing with this issue in other jurisdictions have concluded that Article 2 regulates distribution agreements where the sale of goods is the predominant factor. See Specialty Beverages, L.L.C. v. Pabst Brewing Co., 537 F.3d 1165, 1174-1175 (10th Cir. 2008) (application of the “predominant factor” test and finding that section 2 governs distribution agreements); Watkins & Son Pet Supplies v. Iams Co., 254 F.3d 607, 612 (6th Cir. 2001) (written distribution agreement consisting mainly of the sale of feed by the defendant to the applicant under Article 2).
See also Corenswet, Inc. v. Amana Refrigeration, Inc., 594 F.2d 129, 134 (5th Cir. 1979) (“Although most distribution agreements, such as franchise agreements, are more than sales contracts, the courts have not hesitated to apply the Uniform Commercial Code to cases involving such agreements”). Signing a distribution agreement with a local distributor in the United States of America is one of the most common ways for foreign companies to enter the U.S. market. It`s also a great way to test whether a product can be marketed in the U.S. without taking too many risks. The importance of this part of the commentary clearly lies in the fact that New Jersey courts should follow the majority and apply the provisions of their version of the UZK to matters relating to exclusive distribution agreements. Accordingly, I will abide by majority rule and apply the provisions of the PEA to immediate action, supplemented, of course, by the New Jersey Common Law, where appropriate.
See N.J.Stat.Ann. Section 12A:1-103. Therefore, given that I come to the conclusion that there are no real substantive fact in matters of mutual consent and memory, and that I also come to the conclusion that the applicant`s position on mutual consent and memory rules is correct, it is indisputable that under the relevant Cases of New *159 Jersey, there was an exclusive distribution agreement between the parties. For some distribution agreements, the distributor may come into contact with manufacturing processes, trade secrets, know-how, customer lists, etc., which are essential to the supplier`s activities. It is therefore absolutely essential to include a confidentiality clause in the distribution agreement in order to prevent the distributor from abusing or disclosing confidential information. As such, although it does not cite the Code, the defendant states that the contract could have been terminated after authorisation and without notice. For its part, the applicant claims that the defendant cannot terminate the contract for an economically reasonable period. Specifically, the applicant claims that the defendant never gave it the opportunity to supply under the contract. The defendant is required to allow the applicant to obtain an adequate benefit even before the defendant can consider legislating the applicant. Therefore, the action brought by the defendant is not a termination of the contract, but a breach of the contract. .