DC Media Capital v. Imagine Fulfillment Services CA2/1

FACTS AND PROCEEDINGS BELOW

This lawsuit stems from a sales campaign by Shopflash to market its vacuum cleaners through the Internet and “infomercials.” Shopflash and DC Media entered into a contract in which DC Media provided the financing for Shopflash to buy media time for its advertising. Shopflash also entered into a contract with IFS to receive the vacuums into stock, ship them to customers, process credit cards, provide customer service and deal with returns. IFS refers to itself as a part of the “direct response industry.” Shopflash fell behind in its payments to IFS and IFS suspended its services to Shopflash. When DC Media learned of Shopflash’s failure to make payments to IFS it “took over” the sales campaign and began dealing directly with IFS. By mid-June 2006, DC Media paid IFS all that it was owed by Shopflash. In June 2006, Andy Arvidson, a principal of IFS, sent an email to Robert Hanington, a principal of DC Media which stated in relevant part: “Hi, Bob! Here is your agreement as promised!” Arvidson attached to the email a five-page document entitled “Fulfillment Service Contract.” No one representing IFS or DC Media ever signed the document. Nevertheless,…