TMG Kreations, LLC v. Seltzer

Dist. Ct. erred in granting defendants’ motion for summary judgment in plaintiffs’ action alleging that defendants violated terms of asset-purchase agreement concerning exclusive license to sell certain “Kashwere” products in Japan when defendants sold rights in said contract to third-party without obtaining plaintiffs’ permission and marketed certain products with Kashwere product name that did not contain “chenille” fabric. Language in contract required defendants to seek permission from plaintiffs to sell defendants’ rights in contract to third-party, and fact that sale of rights to third-party was not preceded by “written offer” as mentioned in agreement did not excuse defendants from obtaining permission for sale from plaintiffs. Moreover, question of fact remained as to whether defendants violated non-compete clause in agreement, where, among other things, one defendant allegedly made efforts to damage one of plaintiff’s businesses by accusing said plaintiff of engaging in unlawful activities and selling inferior products.