Card v. Ralph Lauren Corporation

Background

Victoria Card operated Pacific Heights Place, a San Francisco furniture store that sold Ralph Lauren Home products. She had a reseller account with the defendants from 2007 to 2015. In 2013, the defendants notified Card that they would stop accepting new orders because of concerns about her unauthorized online sales. The defendants later deferred discontinuing the account while Card completed an account-application process and made changes to her store and website. On May 8, 2015, the defendants notified her that they had reevaluated their wholesale and e-commerce network and terminated Pacific Heights Place’s status as an authorized Ralph Lauren Home dealer.

Card originally asserted 11 claims. After earlier motion practice, four claims remained: breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, violation of the Robinson-Patman Act, and violation of California’s Unfair Competition Law. Card conceded that summary judgment was proper on the Unfair Competition Law claim, so the court addressed the other three claims.

Contract Claims

The court held that Card had not identified evidence creating a genuine dispute of material fact about whether the parties formed a contract requiring the defendants to continue selling products to her. Card argued that the defendants’ November 2013 email, together with the parties’ subsequent work on her store and website, amounted to an agreement to continue their business relationship as long as she complied with the defendants’ requirements.

The court found that the email did not constitute a sufficiently definite offer to sell Ralph Lauren products to Card indefinitely. It stated that the defendants were willing to defer discontinuing her account while she completed the application process and warned that failing to correct website issues could lead to denial of the application and discontinuation of sales. In the court’s view, those statements did not promise continued sales for as long as Card complied with the requirements. The court also rejected Card’s argument that the parties’ long-standing business relationship and cooperative website work established an implied contract, because the record did not show definite terms for the products, quantities, prices, duration, or termination rights.

Because Card did not establish an underlying contract, the court also held that her claim for breach of the implied covenant of good faith and fair dealing failed as a matter of law.

Robinson-Patman Act Claim

The Robinson-Patman Act prohibits certain price discrimination that is likely to harm competition. The court held that Card had not provided evidence of two or more contemporaneous sales by the same seller at different prices for comparable goods. Her opposition brief did not identify such evidence, and the court found that screenshots and a declaration concerning sales by One Kings Lane did not establish the relevant products, dates, prices, authenticity, or Card’s personal knowledge of the information.

The court also held that Card had not shown competitive injury. Card identified One Kings Lane as a favored purchaser, but the court found no evidence that One Kings Lane and Pacific Heights Place were similarly situated competitors. The record described One Kings Lane as an off-price account used to liquidate discontinued or excess inventory, while Pacific Heights Place was a full-price account subject to different discount rules. The court therefore concluded that Card had not created a genuine dispute of fact on the Robinson-Patman claim.

Other Procedural Rulings and Disposition

The court struck the parties’ separately filed evidentiary objections because they violated the district’s local rules. It granted the parties’ administrative motions to seal. The court then granted the defendants’ motion for summary judgment and stated that judgment would be entered in the defendants’ favor by separate order.