Cartamundi USA Inc. v. Bunky's Enterprises Inc.
A customer that accepts conforming goods may be required to pay the contract price and "commercially reasonable charges" that result from breach of contract, pursuant to the Uniform Commercial Code. The plaintiff, Cartamundi USA, manufactures playing cards, trading cards and collectible cards. The defendant, Bunky's Enterprises, publishes collectible card games. In 2008, Edmund Gress, the president of Bunky's, obtained a license to use the Terminator name and images for a collectible card game. Gress created a Terminator game, and Bunky's paid $17,110 toward the production of Terminator game cards. Allegedly, Cartamundi sent proofs to Gress to inspect, prior to manufacture, and he returned them without any changes. Cartamundi manufactured the game and sent packs of cards to Gress. Allegedly, Gress believed that cards were missing, and that the Terminator game was incomplete. He refused to authorize additional payment to Cartamundi. Cartamundi sued Bunky's, alleging it breached the contract. Bunky filed a special defense and counterclaim, alleging that the Terminator cards were incomplete and lacked value. The parties agreed that the Uniform Commercial Code governed legal claims. The court found that Cartamundi's e-mails, Gress' signature on a proposal and Bunky's payment of 50 percent of the amount owed were sufficient to form a contract. Cartamundi established it performed, because it manufactured the Terminator cards and sent them to Gress. Although Gress complained that cards were missing, Cartamundi's vice president testified that the intent was to require customers to purchase more than one box, in order to receive every card. Allegedly, Gress gave away packs of the Terminator cards at a convention, which constituted a use consistent with ownership. The court found that the goods conformed to the contract, pursuant to Uniform Commercial Code §2-106. Bunky's failed to prove it clearly and unambiguously rejected the goods. "Bunky's," wrote the court, "accepted the goods within the meaning of UCC §2-606 and never made an effective rejection within the meaning of UCC §2-602." The court granted judgment to Cartamundi in the amount of $17,110, plus a service charge of $12,190, for a total of $29,300. The court did not award pre- or post-judgment interest.