## Facts

- Ocor Products Corporation, through its PAK 2000 division, manufactured polyethylene shopping bags and was the exclusive U.S. licensee for a heavy-duty bag design known as the “Model Oscar,” featuring a snap-style top closure and durable handle.
- In anticipation of the opening of EPCOT Center, Disney was solicited to buy Model Oscar bags for sale at the park.
- Disney placed multiple merchandise orders to purchase the bags in large quantities, and Ocor shipped the bags, which Disney accepted.
- For later orders, Ocor issued written acknowledgment forms. Disney personnel signed and returned at least two acknowledgments tied to orders for Model Oscar bags.
- The signed acknowledgments included a design-protection provision stating, in substance, that the bag designs were Ocor’s exclusive property and could not be reproduced, used, or provided to third parties without Ocor’s consent.
- Ocor alleged that Disney nevertheless provided a Model Oscar bag to an agent to locate a similar bag at a lower cost and that Disney ultimately obtained substantially similar bags from a Hong Kong manufacturer and sold those bags at EPCOT.
- Ocor sued in federal court (diversity jurisdiction), asserting breach of contract based on the design-protection clause and unjust enrichment based on Disney’s alleged benefit from obtaining and using a copied bag design at a lower price.
- The case came before the district court on Disney’s motion for summary judgment and Ocor’s motion for partial summary judgment under Federal Rule of Civil Procedure 56.

## Issues

1. Whether Disney was entitled to summary judgment on the ground that, because it had no obligation to make future purchases from Ocor, it could not be liable for breach-of-contract damages or unjust enrichment.
2. Whether the signed acknowledgments’ design-protection clause could be treated as an enforceable contract term restricting Disney from having the bag design copied or used by third parties without Ocor’s consent.
3. Whether genuine disputes of material fact concerning breach, causation, and damages (including lost profits and restitutionary relief) required denial of summary judgment.

## Decision

- The court denied Disney’s motion for summary judgment, rejecting Disney’s attempt to end the case based solely on the lack of any duty to place future orders with Ocor.
- The court denied Ocor’s motion for partial summary judgment, concluding that material factual disputes remained regarding the parties’ agreement and alleged misconduct.
- The court held that the signed acknowledgment forms could support a finding that the design-protection language was part of the parties’ contract and that Disney’s alleged use of a third party to obtain a similar bag could constitute a breach.
- The court allowed both the breach-of-contract and unjust-enrichment claims to proceed because disputed facts remained as to what Disney agreed to, what Disney did with the bag design, and what damages (if any) resulted.

## Legal Principles

- Summary judgment is improper when the record shows genuine disputes over material facts, including disputes about contract terms, the parties’ intent, and causation of damages.
- A signed order acknowledgment in a sales transaction may supply enforceable terms, including restrictions on copying or third-party use of a product’s design, when the evidence supports assent.
- The absence of a requirements-type obligation to buy in the future does not automatically bar liability where the alleged breach is the violation of a separate contractual restriction (such as a non-copying or non-disclosure term).
- Lost-profit damages may remain available where the plaintiff can prove that the defendant’s breach caused the plaintiff to lose sales and that the amount is not speculative.
- An unjust-enrichment claim may proceed where the plaintiff alleges the defendant obtained a monetary benefit (such as cost savings) through unauthorized use of the plaintiff’s protected design or related information, and the equities support restitution.

## Conclusion

The district court refused to treat Disney’s freedom to stop buying from Ocor as a complete defense because Ocor’s theory was that Disney breached a distinct, signed design-protection term by sending the bag to others for duplication and then purchasing the copy; with factual disputes on contract terms, conduct, and damages, neither side was entitled to summary judgment and the contract and unjust-enrichment claims continued toward trial.


Ocor Products Corp. v. Walt Disney Production, Inc., 682 F. Supp. 90 (1988)