Fuji Photo Film USA, Inc. v. Zalmen Reiss & Associates, Inc.
Supreme Court of New York, Kings County
930 N.Y.S.2d 174 (N.Y. Sup. 2011)
Zalmen Reiss & Associates (Zalmen) (defendant) agreed to buy 10,000 memory cards from Fuji Photo Film USA (Fuji) (plaintiff) at $19.49 each; after discovering a competitor selling the same cards cheaper wholesale, Zalmen could no longer resell profitably and returned the remaining 6,000 cards, which Fuji had not authorized. After some back-and-forth refusing shipment, Fuji eventually processed the return, paid Zalmen a discounted $4.50 per card, and then resold the cards to a third party, all without ever notifying Zalmen it planned to sell the returned cards privately. Fuji sued Zalmen for the difference between the original contract price and what it ultimately got from the third-party resale.
Whether a seller must provide notice to a buyer who has wrongfully revoked acceptance before the seller privately resells the returned goods.