Legal Question in Business Law in California

Is it legal for a printer of books to hold on to them when 50% of the bill was paid up front and the remaining 50% due upon completion?

I am a publisher who was having books printed for two of my clients. Each client is in a separate business. One of my clients refused the books because of quality issues of the final printed product so I therefore refused to pay for the final 50% of the printer's bill until they fixed the books. The other client wants his books. Therefore technically his particular order is paid for with the one client.

The printer has been holding onto all the books and not releasing anything until everything is paid in full for all the books.... plus they are adding on shipping charges when I will be using my own shipping company for the half order. I live in San Diego and am the key principle in an L.L.C. The contract was done with a print broker in Los Angeles, the printer is in Valencia, CA. and was recently purchased from a company in MN.

My client who wanted his books has sued for his money back because he hasn't received his books. (I no longer have this money because my business is failing and reputation ruined because of this incident). I would like to provide my client with his books because it is the right thing to do. My client also said he would drop the judgement if he received his books. I'm not sure how to fight this. Yes, I've tried discussing this with everyone involved in the printing scenario and no one is budging. Now the print broker has sent this to a collection company in Iowa and they won't even send me an accounting of what is owed minus the shipping charges. Help??? Where do I even begin. Where is jurisdiction?


Asked on 11/10/09, 7:26 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

This question is difficult to answer without knowing the terms of the contracts between the clients and you, on the one hand, and between you and the printer, on the other. It is a general rule of the commercial code that the buyer of goods is entitled to a "perfect tender," i.e., that the product as delivered must conform exactly to the specification or sample. The buyer has a right to reject nonconforming goods and is under no obligation to pay for them. There are some limitations on when risk passes, when the inspection must be made, when and how the rejection must be communicated, and the seller has some rights to correct deficiencies and re-tender the goods if it can be done within a reasonable time.

Here, things are complicated by what appears to be a merging together of the two client orders into one in the thinking of the printer. Do I understand this correctly?

The analytical problem here is that there are really (I think) four parties, four contracts and four contractual relationships. The parties are YOU, P (the printer), and two clients, X and Y. There are four contracts: 1. YOU and X; 2 YOU and Y; 3. You and P for X's books; and 4. You and P for Y's books. Jurisdiction for #3 and #4 will very likely be in California; not enough info. to tell about the others. Each of the four contracts needs to be analyzed separately, in view of its terms and the provisions of the Uniform Commercial Code, to see whether and when a breach occurred, who is the breaching party, and what remedies were or are available.

Generally speaking, a supplier cannot fail to deliver paid-for goods on Order A because the customer is behind in making payment on Order B. The supplier's correct approach is to stop taking orders from the customer, not to hold paid-for goods hostage. This general rule can be modified by contract, of course, or perhaps even by trade custom in a particular industry, but I think that would be unusual.

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Answered on 11/15/09, 8:39 pm
OCEAN BEACH ASSOCIATES OCEAN BEACH ASSOCIATES

Your client already has a judgment? It was your opportunity to counter sue the printer then. Is it a default judgment? If so perhaps it may be set asside. Contact me directly.

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Answered on 11/16/09, 2:25 pm


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