County Superior Court
Plaintiff: Jillian N. Jagling, Esq. Jeffrey L. Levy, Esq.
Defendant: Christopher R. Blazejewski, Esq.
the Court are several motions filed by both Plaintiff and
Defendant-in-Counterclaim Yagoozon, Inc. (Yagoozon) and
Defendant and Plaintiff-in-Counterclaim Uncle Milton
Industries, Inc. (Uncle Milton). Uncle Milton has submitted a
motion for partial summary judgment on its contract claims
pursuant to Super. R. Civ. P. 56, as well as a motion to
strike exhibits attached to Yagoozon's opposition to
Uncle Milton's motion for partial summary judgment. In
turn, Defendants-in-Counterclaim Yagoozon, Justin Ligeri
(Ligeri), and Kangaroo Manufacturing, Inc. (Kangaroo)
(collectively, Third-Party Defendants) have submitted a
motion for partial summary judgment with regard to Uncle
Milton's alter ego and successor liability counterclaims,
and Yagoozon has filed a motion to strike the affidavit of
Elizabeth France (France) submitted by Uncle Milton in
conjunction with its motion for partial summary judgment.
This Court exercises jurisdiction pursuant to G.L. 1956
§ 8-2-14 and Super. R. Civ. P. 56.
Milton is a toy company based in Agoura Hills, California. At
all times relevant to this proceeding, Frank Adler (Adler)
was the President of Uncle Milton. Yagoozon, a company founded
in Rhode Island, is an internet retailer that would purchase
goods wholesale and sell them online through Amazon.com under
the Fulfilled by Amazon program, in which goods are held in
warehouses and shipped directly to consumers through Amazon.
The President and Owner of Yagoozon is Ligeri.
to 2013, Yagoozon was one of Uncle Milton's smaller
customers. In November and December of 2013, Yagoozon placed
an order for more than $700, 000 worth of Uncle Milton
products. This order was subject to extensive negotiations
between Adler and Ligeri and extends across a number of
purchase orders. The purchase orders pertaining to the
December 2013 order contained additional terms departing from
the standard purchase orders present in earlier Yagoozon
orders. As part of these negotiations, Yagoozon and Ligeri
allege that Adler referred to specific arrangements regarding
price and exclusivity.
the products ordered by Yagoozon were delivered by Uncle
Milton per the aforementioned purchase orders. Following
delivery, Yagoozon had the opportunity to inspect the
delivered products and returned a number of products that
were determined to be defective. Additionally, in preparing
one of the invoiced orders, Uncle Milton erroneously charged
Yagoozon a higher price for a specific ordered product. As a
result of the pricing error and return of defective products,
Uncle Milton issued a credit memo reimbursing Yagoozon.
after Yagoozon received the ordered goods from Uncle Milton,
Ligeri learned that other online retailers were selling the
same products purchased by Yagoozon in violation of an
allegedly negotiated exclusivity agreement. As a result,
beginning in early 2014, Ligeri and Yagoozon contacted Uncle
Milton in order to arrange the return of the purchased goods.
Ligeri testified during his deposition that Adler had
authorized the return of the goods; Adler maintains that he
does not recall authorizing a return. Due to the purported
negotiations concerning the return of these goods, Yagoozon
attempted to ship a large quantity of the items to Uncle
Milton. The return shipment, however, was rejected upon
arrival at the Uncle Milton warehouse.
filed its initial Complaint in June of 2014 and subsequently
amended the Complaint that August. Uncle Milton answered the
Amended Complaint and filed a Counterclaim in February of
2015. Through a series of amended counterclaims, Uncle Milton
additionally brought claims against Ligeri and Kangaroo under
theories of alter ego and successor liability. On February 7,
2017, Uncle Milton filed a motion for partial summary
judgment: (1) on the entirety of Yagoozon's First Amended
Complaint; (2) on Uncle Milton's claims for breach of
contract, declaratory relief, and goods sold and delivered;
and (3) on Yagoozon's indebtedness to Uncle Milton in the
amount of $1, 084, 944.08, plus interest of $353.58 per day
from February 6, 2017. Yagoozon, in turn, submitted a motion for
partial summary judgement on June 29, 2017, with respect to
Uncle Milton's claims under the theories of alter ego and
successor liability. Additionally, Yagoozon also filed a
motion to strike the affidavit of France, Uncle Milton's
Controller. On July 13, 2017, Uncle Milton further moved to
strike the deposition testimony of Ligeri and Adler attached
to Yagoozon's June 29, 2017 opposition to Uncle
Milton's motion for partial summary judgment. The parties
further submitted numerous memoranda in support of their
is a fundamental principle that '[s]ummary judgment is a
drastic remedy, and a motion for summary judgment should be
dealt with cautiously.'" Takian v.
Rafaelian, 53 A.3d 964, 970 (R.I. 2012) (alteration in
original) (quoting Emp'rs Mut. Cas. Co. v. Arbella
Prot. Ins. Co., 24 A.3d 544, 553 (R.I. 2011)). With that
in mind, in ruling on a motion for summary judgment, the
Court is instructed to "review the evidence and draw
all reasonable inferences in the light most favorable to the
nonmoving party, " id. (citation omitted)
(internal quotation marks omitted), and to "'look
for factual issues, not determine them.'"
Steinhof v. Murphy, 991 A.2d 1028, 1032-33 (R.I.
2010) (quoting Steinberg v. State, 427 A.2d 338, 340
(R.I. 1981)). However, summary judgment is appropriate
"'if there exists no genuine issue of material fact
and the moving party is entitled to judgment as a matter of
law.'" Takian, 53 A.3d at 970 (quoting
Classic Entm't & Sports, Inc. v. Pemberton,
988 A.2d 847, 849 (R.I. 2010) (internal citation omitted));
see Super. R. Civ. P. 56(c).
motion for summary judgment, Uncle Milton asserts that there
are no genuine issues of material fact with respect to (1)
the delivery of goods; (2) Yagoozon's acceptance of the
delivered goods; and (3) any material terms of the agreement
entered into by both parties. Accordingly, Uncle Milton moves
for summary judgment with regard to its claims for breach of
contract, declaratory relief, and goods sold and delivered.
Uncle Milton in turn requests that Yagoozon's
indebtedness, as detailed above, be satisfied. Additionally,
Uncle Milton requests summary judgment on Yagoozon's
First Amended Complaint, in its entirety. Further, Uncle
Milton has moved to strike the deposition testimony of Ligeri
as inadmissible under G.L. 1956 § 6A-2-202 and the
deposition testimony of Adler as irrelevant. Yagoozon,
however, contends that there is a genuine issue of material
fact with regard to whether or not an exclusivity provision
was negotiated as part of the contract. Yagoozon also objects
to Uncle Milton's motions to strike the deposition
testimony of Ligeri, arguing that Uncle Milton has misapplied
the parol evidence rule and that there is no evidence
indicating that the purchase orders were intended to
represent a complete and final agreement between the
Third-Party Defendants also move for summary judgment with
respect to the alter ego and successor liability claims
submitted by Uncle Milton. They argue that Uncle Milton's
motion is an inappropriate attempt to pierce the corporate
veil and that the undisputed facts in this matter do not
support this proposition. Moreover, Yagoozon has also moved
to strike the affidavit of France, in whole or in part,
because she lacks personal knowledge of the negotiations
entered into by the two parties and she has not properly
authenticated the documents attached to her affidavit. Uncle
Milton maintains that there is ample evidence to establish a
claim for alter ego and successor liability in this matter.
Furthermore, Uncle Milton asserts that France, as Controller
for Uncle Milton at all relevant times, ...