Liz Claiborne, Inc. (Claiborne), is a large maker of sportswear in the United States and a wellknown name in fashion, with sales of over $1 billion per year. Claiborne distributes its products through 9,000 retail outlets in the United States.
Avon Products, Inc. (Avon), is a major producer of fragrances, toiletries, and cosmetics, with annual sales of more than $3 billion per year. Claiborne, which desired to promote its well-known name on perfumes and cosmetics, entered into a joint venture with Avon whereby Claiborne would make available its names, trademarks, and marketing experience and Avon would engage in the procurement and manufacture of the fragrances, toiletries, and cosmetics. The parties would equally share the financial requirements of the joint venture.
During its first year of operation, the joint venture had sales of more than $16 million. In the second year, sales increased to $26 million, making it one of the fastest-growing fragrance and cosmetic lines in the country. One year later, Avon sought to â€œuncoupleâ€ the joint venture. Avon thereafter refused to procure and manufacture the line of fragrances and cosmetics for the joint venture. When Claiborne could not obtain the necessary fragrances and cosmetics from any other source for the fall/Christmas season, Claiborne sued Avon for breach of contract, seeking specific performance of the contract by Avon. Is specific performance an appropriate remedy in this case? Liz Claiborne, Inc. v. Avon Products, Inc., 141 A.D.2d 329, 530 N.Y.S.2d 425, Web 1988 N.Y.App. Div. Lexis 6423 (Supreme Court of New York) (Cheeseman 260)