Judge Arthur Spatt
Nature’s Plus Nordic (NPN)—then known as Benevo—agreed to become the exclusive distributor of Natural Organics Inc.’s (NOI) “Nature’s Plus” branded health supplements in Scandinavia from 2008 through 2018. The agreement, which expressly terminated all prior agreements between NOI and NPN, set a $600,000 contractual minimum sales requirement for the first year. Although NPN paid NOI $718,648 between Jan. 1, and Dec. 31, 2008, NOI terminated their agreement for failure to meet contractual minimum sales requirements. It argued that $58,028 that NPN paid for “products, delivered in 2007; $53,564 paid for private label products, shopping bags and other selling aids; and, shipping and freight costs did not count toward the minimum sales requirement. Despite dismissing contract breach claims by NPN’s corporate parent Dermagruppen A/S, the court held that NPN substantially performed its obligations as to the minimal sales requirement for 2008, but that factual issues existed whether NPN performed its obligations with respect to the agreement’s advertising requirements. Even after deducting the disputed payments, NPN’s total payments in 2008, were $597,031, less than $3,000 short of the contractually required $600,000.
