Event Sales, Inc. v. TJX Companies, Inc. The

Background

Event Sales, Inc. purchased salvage merchandise from The TJX Companies, Inc. under a Salvage Agreement. Event Sales supplied pre-printed Federal Express Corporation shipping labels, and FedEx transported the merchandise from TJX stores to Event Sales locations and billed Event Sales. The opinion treats Federal Express Corporation and FedEx Ground Package System, Inc. collectively as “FedEx.” FedEx Freight, Inc. had previously been dismissed as a party.

Event Sales alleged that TJX breached the Salvage Agreement by sending merchandise that could not be resold, using oversized cartons, increasing shipment volume, sending excessive seasonal merchandise, and packing goods poorly. Event Sales also asserted unjust enrichment, a claim under the Minnesota Consumer Fraud Act, and a request for a declaration that it did not owe FedEx the disputed shipping charges. TJX and FedEx asserted breach-of-contract counterclaims based on Event Sales’s failure to pay amounts owed under their agreements.

The case came before the court on TJX’s and FedEx’s motions for summary judgment. Summary judgment is judgment without a trial when the evidence shows no genuine dispute over a fact that could affect the result and the moving party is entitled to judgment under the law. TJX also moved to exclude testimony from Darren Kray, Event Sales’s damages expert.

FedEx’s Motion

The court granted FedEx’s motion for partial summary judgment. It found no genuine dispute that Event Sales and FedEx had a valid Transportation Services Agreement, FedEx delivered the TJX packages using the parties’ agreed shipping system, Event Sales stopped paying FedEx after December 20, 2022, and Event Sales incurred $6,291,636.39 in shipping charges between December 2022 and June 12, 2023.

Event Sales argued that FedEx might not have applied negotiated discounts. The court rejected that argument on the merits. The Transportation Services Agreement incorporated FedEx’s Service Guides, which required Event Sales to request invoice adjustments for overcharges within 60 days and in specified ways. Event Sales presented no evidence that it made the required requests. The court therefore held that Event Sales was not entitled to raise those alleged billing adjustments through this lawsuit.

The order dismissed Event Sales’s declaratory-judgment claim against FedEx and entered judgment as a matter of law for FedEx on its breach-of-contract counterclaim in the amount of $6,291,636.39.

TJX’s Motion

The court applied Massachusetts law to the Salvage Agreement because the contract selected Massachusetts law. It granted TJX’s motion for summary judgment on Event Sales’s claims and TJX’s breach-of-contract counterclaim.

Event Sales’s contract claims. The court held that Event Sales had already received credits for cartons it identified as total losses, including the purchase and shipping costs associated with those cartons. Event Sales did not identify evidence that TJX failed to honor those credits. The court further held that the Salvage Agreement excluded recovery of the incidental and consequential damages Event Sales sought, including increased shipping, handling, storage, and labor costs. Event Sales did not show that this exclusion was unconscionable or that TJX engaged in conduct that would make the exclusion inapplicable.

The court also held that the contract did not require TJX to use boxes of a particular size. The word “carton” in the pricing schedule did not establish a specific size requirement, and the fully integrated written agreement prevented Event Sales from using pre-contract discussions to add such a requirement. The court found no evidence that TJX and Event Sales shared an understanding that “carton” meant only the smaller boxes Event Sales preferred.

The court rejected Event Sales’s claims concerning increased shipment volume and seasonal or holiday merchandise. The contract did not limit the amount of seasonal merchandise, and the evidence showed that some seasonal merchandise could be resold. The court also found that Event Sales helped control shipment volume by ordering the shipping labels that TJX stores used, and that no reasonable jury could find TJX breached the agreement by sending too much merchandise.

Unjust enrichment and consumer fraud. The court granted TJX summary judgment on Event Sales’s unjust-enrichment claim because the parties’ express contract covered the same subject matter. The fact that Event Sales could not succeed on its contract claim did not eliminate the legal remedy available under that contract. The court dismissed Count III.

The court also granted TJX summary judgment on Event Sales’s Minnesota Consumer Fraud Act claim. The court held that Event Sales’s lawsuit primarily sought money for its own commercial losses rather than relief benefiting the public. It also found that TJX had stopped using Event Sales and had obtained another salvage vendor, making Event Sales’s requested injunction unlikely to protect Minnesota residents from the alleged conduct. The court dismissed Count II.

TJX’s counterclaim

The court found no dispute that Event Sales stopped paying TJX in December 2022 while continuing to receive merchandise. TJX presented evidence that Event Sales owed $1,115,832 for merchandise received from December 2022 through July 2024, after accounting for adjustments and deductions favorable to Event Sales. The court entered judgment as a matter of law for TJX on its breach-of-contract counterclaim in that amount.

The court did not decide the amount of interest, court costs, or attorney’s fees TJX might recover. It directed TJX and Event Sales to meet and confer and submit a joint letter within 30 days. Because fewer than all issues appeared to be resolved, the court stated that it would not enter final judgment at that time.

Expert testimony

Because the court granted TJX summary judgment, it found it unnecessary to decide whether Darren Kray’s testimony should be excluded. The court denied TJX’s motion to exclude the testimony without prejudice.

Disposition

FedEx’s partial summary-judgment motion was granted: Event Sales’s declaratory-judgment claim against FedEx was dismissed, and FedEx received judgment on its contract counterclaim for $6,291,636.39. TJX’s summary-judgment motion was granted: Event Sales’s claims against TJX for breach of contract, unfair business practices under Minnesota Statute § 325F.69, unjust enrichment, and declaratory judgment were dismissed, and TJX received judgment on its contract counterclaim for $1,115,832. TJX’s motion to exclude expert testimony was denied without prejudice.