would have ordered and the resulting cost to plaintiff of filling these orders, and the amount of profit, if any, which the plaintiff would have earned.
42. The plaintiff's factory was destroyed by fire on January 1, 1963, and on January 7, 1963, General Foods terminated the Supply Agreement in writing in accordance with paragraph 20 thereof.
43. Under the Main Agreement the plaintiff admits that it has received full payment. We further find that the plaintiff has received full payment from General Foods for all products purchased under the Supply Agreement.
The plaintiff contends, in this action, that General Foods acted in bad faith in discontinuing the sale of certain food dressing products covered by a Supply Agreement between the parties. In support of this allegation the plaintiff offered testimony concerning certain conferences and discussions which were held between representatives of General Foods and Mr. and Mrs. Levin, officers of the plaintiff corporation. These discussions and conferences occurred both before and after the signing of the contract. The subject matter of these meetings concerned extensive advertising and promotion plans which the plaintiff claims General Foods' executives orally promised to put into effect to promote the sale of the food dressing products.
During the trial we allowed such parol evidence over the strenuous objection of the defendant's counsel and reserved our ruling on its admissibility and materiality until the close of the case. It is the Court's opinion that such testimony should have been excluded because it was intended to vary or modify rather than explain the elaborate written agreements contrary to the express representations contained in both written instruments. There was no provision in either agreement which required General Foods to extensively promote and advertise these food products. We cannot inject such an important implied obligation into the Agreements, which neither party saw fit to include expressly. Whatever method of offering these food products to the public that General Foods deemed advisable was a business judgment left to its sound discretion by the plaintiff. We cannot find bad faith merely because the plaintiff feels that in its judgment extensive national advertising was the best way to insure the success of the promotion.
Also, since this was a requirements contract with no minimum quantity stated, the defendant was not obligated to purchase food products from the plaintiff in the absence of any such requirements. The defendant was not bound to perform this Agreement to its detriment, if it found in good faith that it no longer had any need for further requirements. In Re United Cigar Stores Co., 7 F.2d 673, 675 (2 Cir. 1934), cert. denied, Consolidated Dairy Products Co. v. Irving Trust Co., 293 U.S. 617, 55 S. Ct. 210, 79 L. Ed. 706 (1934); accord, Oregon Plywood Sales Corp. v. Sutherlin Plywood Corp., 246 F.2d 466, 469, 470 (9 Cir. 1957); see Du Boff v. Matam Corp., 272 App.Div. 502, 71 N.Y.S.2d 134 (1st Dept. 1947); see also Rubinger v. International Telephone & Telegraph Corp., 193 F.Supp. 711, 718 (S.D.N.Y.1961) aff'd. 310 F.2d 552 (2 Cir. 1962) cert. denied 375 U.S. 820, 84 S. Ct. 57, 11 L. Ed. 2d 54 (1963).
CONCLUSIONS OF LAW
1. The Court has jurisdiction.
2. The interpretation of both Agreements is governed by New York Law.
3. We conclude from our examination of Sections 7 and 19(d)(ii) of the Main Agreement and from a consideration of all the paragraphs of the Supply Agreement that the primary purpose of the Supply Agreement was to provide General Foods with a ready source of supply of food dressing products according to its requirements.
4. Absent any requirements for such food products General Foods had no obligation under both Agreements either express or implied to continue to place orders with the plaintiff.
5. We conclude from our examination of both detailed agreements that the parties intended both written instruments to be the complete integration of all their acts and that they specifically provided against oral modifications in Article 22 of the Supply Agreement and Section 22 of the Main Agreement.
6. Under the Main Agreement and the Supply Agreement the defendant had no obligation either express or implied to promote, sell, advertise or expand the market for the food dressing products covered by the Supply Agreement.
7. Under the parol evidence rule, the intent of the parties having been expressed in both Agreements to exclude oral modifications or agreements, all testimony regarding oral discussions concerning advertising and promotion not contained in the Agreements was legally ineffective to prove an agreement to advertise or promote the food dressing products.
8. The plaintiff failed to establish that General Foods' conduct under the Supply Agreement was not bona fide, or that its decision to discontinue marketing the food dressing products was made in bad faith.
9. Plaintiff failed to prove by competent evidence any basis upon which an award of damages could be made by the Court.
10. The plaintiff has shown no right to relief.
And now, this 6th day of January, 1965, it is ordered that the plaintiff having failed to show any right to relief that its cause of action is dismissed and judgment is entered in favor of the defendant, General Foods Corporation.
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