Banta Corp. v. Total Graphics, Inc.

3 Mass. L. Rptr. 68
CourtMassachusetts Superior Court
DecidedDecember 1, 1994
DocketNo. 93-01390
StatusPublished

This text of 3 Mass. L. Rptr. 68 (Banta Corp. v. Total Graphics, Inc.) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Banta Corp. v. Total Graphics, Inc., 3 Mass. L. Rptr. 68 (Mass. Ct. App. 1994).

Opinion

Cowin, J.

Plaintiff Banta Corporation (“Banta”), a printing company, brought this action to recover damages from defendant Total Graphics, Inc. (“TGI”), a printing broker, for failing to pay for the reprinting of a handbook ordered by a third company, Analog Devices, Inc. (“Analog”). The defendant does not deny receiving the handbook from the plaintiff, delivering said handbook to Analog, and receiving payment from Analog. TGI has admitted its debt to Banta under the claim in chief. TGI, however, has also counterclaimed against Banta. TGI alleges that Banta, by bidding directly on another printing project with Analog: (1) violated the provisions of G.L.c. 93A; (2) breached a common law covenant of good faith and fair dealing: and (3) tortiously interfered with TGI’s advantageous and contractual relations. Banta denies the counterclaims and moves for summary judgment pursuant to Mass.R.Civ.P. 56 on both its claim in chief and onTGI’s counterclaims.

BACKGROUND

The following facts are undisputed. Over the course of several years, TGI occasionally placed orders with Banta for the reprinting of handbooks for Analog. Analog was the only account on which TGI and Banta had business dealings.1 The only papers documenting the business transactions between TGI and Banta were in the form of purchase orders. There was never a written contract between the parties.

In March 1991, Banta reprinted a handbook for Analog as a result of an order placed by TGI. The handbook was produced satisfactorily and TGI delivered it to Analog. Analog promptly paid TGI for the production of the handbook. At about the same time, in March, 1991, TGI requested Banta to bid on the production of a 25th Anniversary Catalog for Analog (“Catalog”).2 Banta did so, and, according to its normal practice, TGI “marked up” Banta’s bid and submitted it to Analog.

Analog found TGI’s bid to be extremely high and attempted to negotiate a lower price.3 TGI offered a second bid and Analog rejected it. Analog then informed TGI that it would contact printers directly for additional quotes on the project. Banta was one of the three printers directly contacted by Analog. Analog accepted Banta’s bid4 and Banta successfully completed the job. Analog made timely payment to Banta.

Banta attempted in April 1991 to collect payment from TGI for the Analog handbook Banta produced in March 1991. TGI informed Banta that TGI refused to pay for the handbook project because of Banta’s dealings with Analog on the Catalog project.

In the spring of 1992, Analog ordered the reprint of a handbook from TGI. TGI did not respond to Analog, but Banta called Analog’s manager of communications, Marie Etchells (“Etchells”), and informed her that it could not perform the reprint because it was having difficulty receiving payments from TGI on another job.5 Etchells then contacted TGI’s president, Lewis Ginsberg (“Ginsberg”), to find out his position on this matter. Ginsberg stated that the dispute stemmed from a disagreement with Banta over a previous job and that TGI was not experiencing financial troubles. Ginsberg also told Etchells that Analog could not use his negatives for the handbook and that it would have to obtain its own.

Approximately two weeks after this incident, Analog approached another printer, Summit Press, regarding data book negatives held by TGI. According to Etchells, Ginsberg told Summit Press that Summit Press could not use the negatives to perform a reprint job for Analog unless the printer paid TGI $200,000. Etchells recommended that Summit Press not pay for the films and instead reshoot the items needed for reprinting. Etchells states that this situation with Summit Press added to the deterioration of its relationship with TGI and Ginsberg.

Etchells also stated that even before the matters involving Banta and Summit Press, the quality ofTGI’s service had been declining. In January of 1992, Etchells had a discussion with Ginsberg regarding his pricing structure and lack of service. Again, after the [69]*69Summit Press matter, Etchells attempted to salvage Analog’s relationship with TGI, but Ginsberg told her that upon the advice of counsel, he could not speak to her. This conversation ended Analog and TGI’s business relations.

On or about September 17, 1992, Banta filed a complaint against TGI in the Dedham District Court for the sum of $8,563.90 representing the March 1991 handbook reprinting job for Analog. Defendant filed counterclaims on three counts as noted above. On June 15, 1993, this case was removed to the Norfolk County Superior Court. At oral argument on the instant motion for summary judgment, TGI admitted that it owes plaintiff $8,563.90 for printing the handbook for Analog.

DISCUSSION

Summary judgment is appropriate here because the defendant has failed to show that there exists any genuine issue of material fact.6 See Kourouvadlis v. General Motors Corp., 410 Mass. 706 (1991).

I. Plaintiffs Claim

TGI admitted at oral argument that the amount of $8,563.90 is due Banta for printing the handbookTGI ordered for Analog. Thus, summary judgment shall enter for Banta on its complaint for $8,563.90 plus interest.

II. Defendant’s Counterclaims

A. G.L.c. 93A

“General Laws c. 93A, §§2 and 11 (1986 ed.), make unlawful ‘unfair or deceptive acts or practices in the conduct of any trade or commerce’ between two businesses. An act or practice may be ‘unfair’ within the statutory meaning without being deceptive or fraudulent." Massachusetts Farm Bureau Federation, Inc. v. Blue Cross of Massachusetts, Inc., 403 Mass. 722, 729 (1989), citing, Service Publications, Inc. v. Goverman, 396 Mass. 567, 578 (1986). Conduct “in disregard of known contractual arrangements” which intends to benefit the breaching party is an unfair act or practice under c. 93A. Anthony’s Pier Four, Inc. v. HBC Associates, 411 Mass. 451, 474 (1991) (citations omitted). In addition, an act may violate c. 93A if it is “within at least the penumbra of some common-law, statutory, or other established concept of unfairness . . . [or] is immoral, unethical, oppressive, or unscrupulous.” Massachusetts Farm Bureau, supra (citations omitted).

TGI and Banta are both engaged in the printing business. TGI is a print broker and Banta is a printer. TGI claims that by bidding directly on the Catalog project with Analog, Banta violated the provisions of chapter 93A. The Court must resolve this question by determining whether Banta’s actions were “unfair.”

There is insufficient evidence in the summary judgment record to warrant findings on behalf of TGI on this claim. As a result, summary judgment will enter for Banta on this count of the counterclaim. The summary judgment record establishes the following facts. After discussions with TGI dissolved, Analog decided to contact printers directly for bids on its Catalog project. Analog contacted Banta and Banta submitted a bid. This act was not fraudulent or deceptive. On the record before me, and drawing all inferences in favor of TGI, there is insufficient evidence to warrant a finding of any contractual arrangement between Banta and TGI or between TGI and Analog. Banta’s actions also did not violate any common-law, statutory, or other concept of unfairness.

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Related

Service Publications, Inc. v. Goverman
487 N.E.2d 520 (Massachusetts Supreme Judicial Court, 1986)
Massachusetts Farm Bureau Federation, Inc. v. Blue Cross of Massachusetts, Inc.
532 N.E.2d 660 (Massachusetts Supreme Judicial Court, 1989)
United Truck Leasing Corp. v. Geltman
551 N.E.2d 20 (Massachusetts Supreme Judicial Court, 1990)
Doliner v. Brown
489 N.E.2d 1036 (Massachusetts Appeals Court, 1986)
Kourouvacilis v. General Motors Corp.
575 N.E.2d 734 (Massachusetts Supreme Judicial Court, 1991)
Anthony's Pier Four, Inc. v. HBC ASSOCIATES
583 N.E.2d 806 (Massachusetts Supreme Judicial Court, 1991)
Schwanbeck v. Federal-Mogul Corp.
592 N.E.2d 1289 (Massachusetts Supreme Judicial Court, 1992)

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