Panasonic Industrial Co. (PIC) created a contract making Manchester Equipment Co., Inc. (MECI), a nonexclusive wholesale distributor of its products. The contract stated that PIC reserved the unrestricted right to solicit and make direct sales of the products to anyone, anywhere. The contract also stated that it contained the entire agreement of the parties and that any prior agreement or statement was superseded by the contract. PIC subsequently began to make direct sales to two of MECI’s established customers. MECI Chapter 17 Writing, Electronic Forms, and Interpretation of Contracts 389 claimed that this was a breach of the distribution contract and sued PIC for damages. Decide. What ethical values are involved? [Manchester Equipment Co.

Inc. v Panasonic Industrial Co., 529 NYS2d 532 (App Div)]

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