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Shawmut Woodworking & Supply, Inc. v. ASICS Am. Corp.
Citation: 2018 NY Slip Op 4291Docket: 6849 653350/15
Court: Appellate Division of the Supreme Court of the State of New York; June 12, 2018; New York; State Appellate Court
Original Court Document: View Document
In the case of Shawmut Woodworking Supply, Inc. v. ASICS America Corporation, the Appellate Division of the New York Supreme Court reversed a previous order that had denied ASICS's motion to dismiss a breach of contract claim against it. The court found that Shawmut, the plaintiff, could not hold ASICS liable for payment due for work performed at an ASICS store under a contract with Windsor Financial Group, LLC, ASICS's franchisee. Key points include: - Shawmut sought payment from ASICS, claiming it was responsible for the contract with Windsor. - The court concluded there was no basis for piercing the corporate veil, as there was no evidence of a corporate relationship or control that would constitute fraud or wrongdoing. - The complaint lacked allegations supporting an actual or apparent agency relationship between ASICS and Windsor, failing to demonstrate that ASICS authorized Windsor to act on its behalf. - The master retail agreement explicitly stated that Windsor was an independent contractor without the authority to bind ASICS or assume its liabilities. - Shawmut did not allege reliance on any ASICS representations that would suggest Windsor had authority to enter into the contract. The court directed that judgment be entered dismissing the complaint against ASICS, concluding that there was insufficient legal basis for the claims made.