WooriChemtech Co. v. EPC Technologies CA4/2

FACTS AND PROCEDURAL BACKGROUND

Klein-Becker USA, LLC (Klein-Becker) manufactures and markets StriVectin

skin care products. Basic is a distributor of StriVectin products. In 2005, Basic and

Klein-Becker (collectively BKB) and Woori entered into an agreement entitled,

“International Distributor Agreement” (2005 IDA), permitting Woori to distribute

StriVectin products in the Republic of Korea. Various disagreements arose from the

2005 IDA. In December 2008, BKB and Woori entered into a settlement agreement and

mutual release (2008 Settlement Agreement), in which BKB agreed to provide Woori

with a $740,000 credit for the purchase of BKB products.

3 Thereafter, Woori and Basic entered into an agreement entitled,

Additions/Modifications to Standard Purchase Agreement (A/M Agreement), which

stated Woori ordered, and Basic would supply to Woori, $516,420 worth of BKB’s

StriVectin products. Payment for the products would be charged against the $740,000

credit under the 2008 Settlement Agreement. Under the A/M Agreement, Woori had a

remaining credit balance of $223,580. Woori received the ordered products from Basic.

Because of Woori’s delay in signing a new distributorship…