Priority Fulfillment Servs. Co. v. Gaiam Americas Inc.

Agreement's Provisions Bar Countersuit's Claims for Breach, Implied Covenant's Violation

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ADDITIONAL CASESGaiam Americas Inc., Fit For Life, LLC, and FFL.Com LLC, Third-Party Plaintiffsv.PFSWEB, Inc., Third-Party Defendant.

OPINION & ORDERThis decision resolves a motion to dismiss counterclaims. Plaintiff Priority Fulfillment Services, Inc. (“PFS”), a provider of logistics and fulfillment services, has sued its former customer, Gaiam Americas Inc. (“Gaiam”), a manufacturer, wholesaler, and retailer of stress-relief-and yoga-related products, and Gaiam’s successor and assignee, Fit for Life LLC (“Fit for Life” and together with Gaiam and FFL.com, “Gaiam”). PFS sues Gaiam for non-payment of amounts it owes PFS for services provided under the parties’ agreement. Gaiam has countersued, bringing claims against PFS and its parent company, PFSWeb (together with PFS, the “PFS Parties”), now a third-party defendant in this action. Gaiam alleges that the PFS Parties misrepresented their capabilities during the negotiations that led to the parties’ agreement. On that basis, Gaiam brings common-law and statutory misrepresentation claims under Colorado law. Gaiam also alleges that PFS breached the agreement through a series of errors in fulfilling Gaiam’s customers’ orders and shipping Gaiam’s products.PFS now moves to dismiss Gaiam’s counterclaims. For the reasons that follow, the Court dismisses Gaiam’s Counts 1 and 2, with leave to Gaiam to amend, and dismisses Counts 3 and 4 with prejudice.I. BackgroundA. Facts¹At all relevant times, Gaiam was a manufacturer, wholesaler, and direct-to-consumer retailer of yoga-related, stress-relief-related, fitness, and other products. CC4. Gaiam sold its products under its own brand name and under the SPRI brand. Id.In 2014, Gaiam began a search for a third-party logistics provider to handle its direct-to-consumer e-commerce operations. Id.6. PFSWeb was one of three such providers with which Gaiam had initial negotiations. Id.9. During those negotiations, PFSWeb and PFS made representations about PFS’s ability to perform the tasks required. Id.

Priority Fulfillment Servs. Co. v. Gaiam Americas Inc.

Agreement's Provisions Bar Countersuit's Claims for Breach, Implied Covenant's Violation

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