Opinion

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

WEBWAY 360, INC.,

No. 25-CV-03402(MEF)(CF)

Plaintiff,

OPINION and ORDER

v.

XEROX CORPORATION et al.,

Defendants.

* * *

I. Background

II. Breach of Contract

A. The Parent Company

B. The Servicer

C. The Lender

D. The Supplier

III. The Implied Warranties

A. The Lender

B. The Supplier

C. The Parent Company

IV. Express Warranty

V. New Jersey Consumer Fraud Act

VI. Conclusion

* * *

A print shop leased a commercial printer, but came to believe it

was not up to snuff.

So the print shop sued various companies that were allegedly

involved in providing it with the machine.

Those companies now move to dismiss.

Their motion is granted in part.

* * *

I. Background

The allegations1 here in a nutshell:

A print shop2 leased a commercial-grade printer for its business.

See First Amended Complaint and Demand for Jury Trial

(“Complaint”) (ECF 9) ¶ 13. But the printer did not work well,

see id. ¶ 14, and after some failed repair attempts, see id.

¶ 16, the company gave up and got a replacement. See id. ¶ 22.

In light of the above, the company (from here, “the Plaintiff”)

filed this lawsuit.

The lawsuit named: (1) the supplier of the printer (“the

Supplier”),3 see id. ¶ 8, Complaint, Exhibit A (“Exhibit A”) (ECF

9-1) at 2; (2) a company that provided the Plaintiff with some

financing for the printer lease (“the Lender”),4 see Complaint ¶

7; Exhibit A at 2; (3) an entity that seemed to have had some

responsibility for servicing the printer (“the Servicer”),5 see

Complaint ¶ 9; Complaint, Exhibit C (“Exhibit C”) (ECF 9-1) at

31; and (4) the asserted parent of entities (1), (2), and (3),

called “the Parent Company” here.6 See Complaint ¶¶ 4, 6.

1 Because this is a motion to dismiss, the Court must treat all

of the allegations as true. See McTernan v. City of York, 577

F.3d 521, 526 (3d Cir. 2009). Whether they are in fact true ---

that is a question for later in the case.

2 Webway 360, Inc.

3 Carr Business Systems, Inc.

4 Xerox Financial Services LLC.

5 Stewart – A Xerox Business Solutions Company.

6 Xerox Corporation.

The Supplier, the Lender, the Servicer, and the Parent Company -

-- these are collectively called “the Defendants.”

The Plaintiff pressed the same claims as to each of the

Defendants. See Complaint ¶¶ 24, 29–30, 34, 43–44, 51.

* * *

The Defendants now move to dismiss each of these claims under

Rule 12(b)(6) of the Federal Rules of Civil Procedure.

The motion is granted in part, and denied in part.

II. Breach of Contract

First, the Plaintiff raised breach of contract claims. See id.

¶¶ 23–27.

Walk through these defendant by defendant.7

7 There is some back-and-forth as to whether the breach of

contract claims arise under New Jersey law. See Memorandum of

Law in Opposition to Defendants[’] Motion to Dismiss Plaintiff’s

First Amended Complaint (“Plaintiff’s Opposition”) (ECF 17) at

13–15. Or whether New York law controls, or maybe Connecticut

law. See Memorandum of Law in Support of Defendants[’] Motion

to Dismiss Plaintiff’s First Amended Complaint (“Defendants’

Brief”) (ECF 16-1) at 13. But none of this matters for now. In

a diversity case like this one, see Complaint ¶ 11, a court

applies the choice-of-law rules of the state in which it sits.

See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496

(1941). And under New Jersey choice-of-law rules, the first

step “is to determine whether an actual conflict exists . . . by

examining the substance of potentially applicable laws to

determine whether there is a distinction between them.” P.V. ex

rel. T.V. v. Camp Jaycee, 197 N.J. 132, 143 (2008) (cleaned up).

If there is no “actual conflict,” then there is no choice-of-law

work to do. See id. Under New Jersey law, not just any legal

conflict will trigger a choice-of-law analysis. The conflict

must be more than abstract. It must make a practical, real-

world difference --- the sort that would have a bottom-line

impact on how the court would actually resolve the particular

claim before it. See Schulman v. Zoetis, Inc., 684 F. Supp. 3d

275, 286 (D.N.J. 2023); Joyce v. Jaguar Land Rover N. Am., LLC,

768 F. Supp. 3d 674, 693 n.23 (D.N.J. 2025); McCarrell v.

Hoffmann-La Roche, Inc., 227 N.J. 569, 584 (2017); In re

Accutane Litig., 235 N.J. 229, 254 (2018). Here, as will be

seen in a moment, it does not matter whether New Jersey, New

A. The Parent Company

As to the Parent Company, the breach of contract claim must be

dismissed.

Under New Jersey law, a breach of contract claim requires the

plaintiff to establish that “the parties entered into a

contract[.]” Goldfarb v. Solimine, 245 N.J. 326, 338 (2021)

(cleaned up).8

Here, the Plaintiff alleges that it “entered into a lease

agreement with [the] . . . Defendants for a . . . [commercial]

printer.” Complaint ¶ 13. And attached to the complaint, at

Exhibit A, are certain contractual materials. See id.

In particular, Exhibit A includes two agreements. A document

labeled “Sales & Service Agreement.” See Exhibit A at 5–10.

And another document titled “Cost Per Image Agreement.” See id.

at 2–4 (“Per Image Agreement”).9

But the Parent Company is not a party to the first agreement.

See Sales & Service Agreement § 1; Exhibit A at 5. And not the

second one, either. See Per Image Agreement § 1; Exhibit A at

2.

York, or Connecticut law is applied. The breach of contract

claims must be dismissed as to each Defendant, regardless of

which law controls. So there is no need to go further, and to

wade into a choice-of-law analysis.

8 Same under New York law. See 34-06 73, LLC v. Seneca Ins.

Co., 39 N.Y.3d 44, 52 (2022). And Connecticut law. See Meyers

v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., 311 Conn.

282, 291 (2014).

9 The Court can look to these materials. See Pension Ben. Guar.

Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d

Cir. 1993); 5B Charles Allen Wright & Arthur R. Miller, Federal

Practice & Procedure § 1357 (4th ed. 2025).

Accordingly, the breach of contract claim against the Parent

Company must be dismissed. A non-party to a contract cannot

ordinarily10 be liable for its breach.11

B. The Servicer

Same result as to the Servicer. It, too, is not a party to the

agreements. See Sales & Service Agreement § 1; Exhibit A at 5;

Per Image Agreement § 1; Exhibit A at 2.

C. The Lender

As to the Lender, it was a party to one of the agreements ---

the Per Image Agreement. See Per Image Agreement § 1.

But the breach of contract claim against the Lender must be

dismissed, too.

10 “Ordinarily” because there are some contexts in which C can

be bound to a contract that only A and B signed. See, e.g.,

John F. Coyle & Robin J. Effron, Forum Selection Clauses, Non-

Signatories, and Personal Jurisdiction, 97 Notre Dame L. Rev.

187, 194-97 (2021). But the closest the Plaintiff comes to an

argument along these lines is a light suggestion that the

Supplier and the Lender (parties to the agreements) are alter

egos of the Parent Company and the Servicer (not parties to the

agreements). See Plaintiff’s Opposition at 13–14. But as to

those contentions, the Plaintiff offers no meaningful factual

allegations. Nothing, for example, to suggest in a non-

conclusory way that the Parent Company or the Servicer “so

dominated” the contracting parties (the Lessor and the Supplier)

that the contracting parties did not have a real “separate

existence” but were instead “merely . . . conduit[s] for the

[Parent Company or the Servicer].” Dep’t of Env’t Prot. v.

Ventron Corp., 94 N.J. 473, 501 (1983) (describing aspects of

New Jersey’s alter-ego law); see also Etage Real Est. LLC v.

Stern, 182 N.Y.S.3d 47, 48 (App. Div. 2022) (similar, New York

law); Deutsche Bank AG v. Sebastian Holdings, Inc., 364 Conn.

564, 592 (2023) (similar, Connecticut law).

11 This is true under New Jersey law. See Comly v. First Camden

Nat. Bank & Tr. Co., 22 N.J. Misc. 123, 127 (1944). New York

law. See Victory State Bank v. EMBA Hylan, LLC, 95 N.Y.S.3d 97,

102 (App. Div. 2019). And Connecticut law. See FCM Grp., Inc.

v. Miller, 300 Conn. 774, 797–98 (2011).

Under New Jersey law, to state a breach of contract claim, the

plaintiff must show that the defendant “did not do what the

contract required [it] to do.” Goldfarb, 245 N.J. at 338.12

There is one allegation in the complaint that speaks to arguable

daylight between (a) what the Lender was required to do under

its contract, and (b) what was done:

[The Defendants] breached their contractual obligations by

failing to provide a functioning printer, failing to

provide a commercially operable machine, and by failing to

cure the defects after being notified.

Complaint ¶ 24.

But this allegation does not purport to zero in on any

particular provisions of the contract that obligated the Lender

to ensure the printer “function[ed]” or was “commercially

operable,” id., or to repair the printer (“cure the defects”) if

the Lender got a call (“after being notified”). And the

Plaintiff’s legal brief does not spotlight any specific

contractual provisions that might be relevant, either. See

Plaintiff’s Opposition at 12–16.

There is nothing “plausible,” Ashcroft v. Iqbal, 556 U.S. 662,

678 (2009) (cleaned up), about a breach of contract claim that

does not indicate which contractual obligations a defendant

breached. See Fabbro v. DRX Urgent Care, LLC, 616 F. App’x 485,

487 (3d Cir. 2015) (dismissing breach of contract claim because

“[p]laintiffs . . . failed to cite to a single provision of the

[agreement] that . . . [was] breached”); Frederico v. Home

Depot, 507 F.3d 188, 204 (3d Cir. 2007) (dismissing breach of

contract claim because complaint “does not disclose how [the

defendant] breached the Agreement”); Flaherty-Wiebel v. Morris,

Downing & Sherred, 384 F. App’x 173, 178 (3d Cir. 2010)

(dismissing breach of contract claim because the plaintiff did

“not identif[y] any specific ways in which the defendants

breached their obligations under the contract”); see also Grande

Vill. LLC v. CIBC Inc., 2015 WL 1004236, at *5 (D.N.J. Mar. 6,

2015); Wingate Inns Int’l, Inc. v. Cypress Ctr. Hotels, LLC,

2012 WL 6625753, at *9 (D.N.J. Dec. 19, 2012); Faistl v. Energy

12 Connecticut’s law has the same requirement. See Meyers, 311

Conn. at 291. So does New York’s. See 34-06 73, LLC, 39 N.Y.3d

at 52.

Plus Holdings, LLC, 2012 WL 3835815, at *7 (D.N.J. Sept. 4,

2012).

Accordingly, the breach of contract claim against the Lender

must be dismissed.

D. The Supplier

Same result for the Supplier. It was a party to the Sales &

Service Agreement. See Sales & Service Agreement § 1; Exhibit A

at 5.

And the Plaintiff’s breach of contract theory is apparently that

the Supplier was obligated under the Sales & Service Agreement

to ensure that the printer “function[ed]” and was “commercially

operable.” Complaint ¶ 24.

But the complaint does not zoom in on any contractual provisions

that assertedly required the Supplier to do those things.

* * *

Bottom line: the breach of contract claims must be dismissed as

to each of the Defendants.

III. The Implied Warranties

Take now the Plaintiff’s contention that the Defendants breached

the implied warranty of merchantability and the implied warranty

of fitness. See Complaint ¶¶ 28–30.

A. The Lender

When it comes to the implied warranties claim against the

Lender, there is another choice-of-law dispute.

Per the Plaintiff: New Jersey law controls. See Plaintiff’s

Opposition at 16–18. And per the Defendants: Connecticut law.

See Defendants’ Brief at 5, 16.13

But no matter.

13 Why Connecticut law? Because the Lender was a party to the

Per Image Agreement, see Per Image Agreement § 1; because a

warranty is said to be implied by law into that Agreement, see

Complaint ¶ 29; and because the Agreement has a Connecticut

choice-of-law provision. See Per Image Agreement § 19.

New Jersey and Connecticut law point in the same direction,

Namely: if a contract says with real clarity and with real

conspicuousness that there is no implied warranty, then no such

warranty can be read into the contract.14 See Gladden v.

Cadillac Motor Car Div., Gen. Motors Corp., 83 N.J. 320, 331

(1980); W. Dermatology Consultants, P.C. v. VitalWorks, Inc.,

146 Conn. App. 169, 193–94 (2013).

Here, the Per Image Agreement disclaims any implied warranty

this way:

XFS HAS NO INVOLVEMENT IN THE DESIGN, MANUFACTURE, SALE,

DELIVERY, INSTALLATION, USE OR MAINTENANCE OF THE

EQUIPMENT. THEREFORE, XFS DISCLAIMS, AND YOU WAIVE SOLELY

AGAINST XFS, ALL EQUIPMENT WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR

PARTICULAR PURPOSE, AND XFS MAKES NO REPRESENTATIONS

WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE EQUIPMENT’S

SUITABILITY, FUNCTIONALITY, DURABILITY OR CONDITION.

Per Image Agreement § 12.

The words used are as they should be. Straightforward, plain-

spoken, and direct.

And the key terms are unmissable. First, they are repeated over

and over. Second, they are not here-and-there needles, buried

in a haystack of technicalities or irrelevancies. And third,

14 A qualifier here. The Uniform Commercial Code is a part of

New Jersey and Connecticut law. See N.J. Stat. Ann. § 12A:1-101

et seq (West 2025); Conn. Gen. Stat. Ann. § 42a-1-101 et seq

(West 2025). It applies to circumstances like this one, that

concern a lease of equipment between commercial parties. See

N.J. Stat. Ann. § 12A:2A-102 (West 2025); Conn. Gen. Stat. Ann.

§ 42a-2A-103 (West 2025); United Amusements & Vending Co. v.

Sabia, 179 Conn. App. 555, 566 (2018) (Connecticut law); GE Cap.

Com., Inc. v. Silver Labs, Inc., 2015 WL 2236645, at *8 (N.J.

Super. Ct. App. Div. May 14, 2015) (New Jersey law). And if

parties act with enough clarity, the Uniform Commercial Code

allows them to waive otherwise-applicable implied warranties.

See N.J. Stat. Ann. § 12A:2A-214(2)–(3)(a) (West 2025); Conn.

Gen. Stat. Ann. § 42a-2A-506(b)–(c) (West 2025). How waivers

might or might not work in cases not covered by the Uniform

Commercial Code is not an issue before the Court.

the quoted paragraph stands out on the page. No fine print is

used. If anything, the opposite: the paragraph relies on bold

letters and capital ones, while most of the rest of the

Agreement is in regular type. This is not a squint-or-you-

might-miss-it situation.15

In short: the disclaimer is clear enough and conspicuous enough.

Therefore, the Per Image Agreement cannot be taken as containing

any implied warranties, and the implied warranties claim must be

dismissed against the Lender, which was a party to that

Agreement.16

B. The Supplier

Same basic analysis as to the Supplier.

It was a party to the Sales & Service Agreement. See Sales &

Service Agreement § 1; Exhibit A at 5. And that Agreement has a

New York choice-of-law provision. See Sales & Service Agreement

§ 23(a).

But nothing practical turns on whether New York law applies (as

the Defendants argue, see Defendants’ Brief, at 5, 16) or New

15 See Oliva v. Thor Motor Coach, 2021 WL 7878906, at *4 (D.N.J.

Oct. 6, 2021) (holding that contract’s explicit disclaimer of

implied warranties was effective, when it was “bolded,

underlined, and . . . capitalized”) (New Jersey law); Rapid

Models & Prototypes, Inc. v. Innovated Sols., 2015 WL 4914477,

at *8 (D.N.J. Aug. 18, 2015) (holding that a capital-letter

disclaimer of implied warranty was effective) (New Jersey law);

Tri Coast LLC v. Sherwin-Williams Co., 2018 WL 468279, at *3

(D.N.J. Jan. 18, 2018) (same) (New Jersey law); Emlee Equip.

Leasing Corp. v. Waterbury Transmission, Inc., 31 Conn. App.

455, 471 (App. Ct. 1993) (same) (Connecticut law); W.

Dermatology Consultants, P.C., 146 Conn. App. at 192–193 (same)

(Connecticut law).

16 The Plaintiff suggests that the referenced provision may be

unconscionable, and therefore unenforceable. See Plaintiff’s

Opposition at 16–17. But the Plaintiff develops no meaningful

argument as to this point, and does not reckon with the fact

that the Uniform Commercial Code allows for disclaimers of

implied warranties in commercial lease transactions. See, e.g.,

N.J. Stat. Ann. § 12A:2A-214 (West 2025); Conn. Gen. Stat. Ann.

§ 42a-2A-506 (West 2025).

Jersey law (as the Plaintiff argues, see Plaintiff’s Opposition

at 16–18).

The reason: conspicuous and clear written disclaimers of implied

warranties are effective under each body of law. See Gladden,

83 N.J. at 331; W. 63 Empire Assocs., LLC v. Walker & Zanger,

Inc., 968 N.Y.S.2d 455, 457 (App. Div. 2013).17

And here, the Sales & Service Agreement includes a disclaimer,

and one that is written in capital letters, even though most of

the Agreement is in ordinary type.

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR

IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION,

IMPLIED WARRANTIES OF NON-INFRINGEMENT; IMPLIED WARRANTIES

OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE,

ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED.

Sales & Service Agreement § 15.

This is enough for New Jersey law. See footnote 15.

And for New York law, too. See NY Drilling, Inc. v. TJM, Inc.

LLC, 573 F. Supp. 3d 854, 859 (E.D.N.Y. 2021) (holding that

language “in all capital letters . . . [that] clearly and

explicitly disclaim[ed] the warranties of fitness and

merchantability” was effective) (New York law); Travelers Ins.

Cos. v. Howard E. Conrad, Inc., 649 N.Y.S.2d 586, 587 (App. Div.

1996) (same) (New York law); W. 63 Empire Assocs., LLC, 968

N.Y.S.2d at 457 (same) (New York law).

Given the disclaimer, the Sales & Service Agreement cannot be

read to include any implied warranties.

So the implied warranties claim must be dismissed as to the

Supplier, which was a party to that Agreement.18

17 Recall here the qualifier in footnote 14.

18 The Plaintiff also suggests this provision may be

unconscionable. See Plaintiff’s Opposition at 16–17. Same

problem as the corresponding clause in the Per Image Agreement.

See footnote 16.

C. The Parent Company

Come now to the implied warranties claim as to the Parent

Company.

As to this claim, the motion to dismiss is denied. The Parent

Company bears the burden of persuasion, see Davis v. Wells

Fargo, 824 F.3d 333, 349 (3d Cir. 2016), and has not carried it.

* * *

The Parent Company’s first argument: the Plaintiff cannot invoke

any implied warranty, because any such warranties were

disclaimed in the Sales & Service Agreement and the Per Image

Agreement. See Reply Memorandum of Law in Further Support of

Defendants[’] Motion to Dismiss Plaintiff’s First Amended

Complaint (ECF 18) at 9–10.

But the Parent Company is not a party to those agreements. See

Part II.A.

If those agreements nonetheless benefit the Parent Company, by

allowing it to invoke the agreements to eliminate the

possibility of its having to bear implied-warranty liability ---

then it is for the Parent Company to explain why.

* * *

The Parent Company’s second argument: the New York choice-of-law

provision (in the Sales & Service Agreement) and the Connecticut

choice-of-law provision (in the Per Image Agreement) mean that

New York or Connecticut law apply --- and under those bodies of

law, claims from a plaintiff who leased goods cannot go forward

against a manufacturer (assuming that is what the Parent Company

is) unless the plaintiff and the manufacturer were in privity

with each other. See Defendants’ Brief at 16–17.19

19 Choice of law may potentially matter here at some point

because there is an argument that New York and Connecticut law

are as the Parent Company says --- privity is needed. See

Aracena v. BMW of N. Am., LLC, 71 N.Y.S.3d 614, 616 (App. Div.

2018) (citing Arthur Jaffee Assocs. v. Bilsco Auto Serv., Inc.,

58 N.Y.2d 993, 995 (1983)); Source One Fin. Corp. v. Rd. Ready

Used Cars, Inc., 2014 WL 1013121, at *7 (Conn. Super. Ct. Feb.

14, 2014); Koellmer v. Chrysler Motors Corp., 6 Conn. Cir. Ct.

478, 485 (1970). But New Jersey law, the Plaintiff’s argument

goes, applies here, see Plaintiff’s Opposition 17–18, and does

But same basic problem.

Does a choice-of-law provision in an agreement the Parent

Company was not a party to nonetheless control the choice of law

in the Parent Company’s dispute with the Plaintiff? To carry

its burden, the Parent Company needed to take on this question.

It did not seek to.20

IV. Express Warranty

The Plaintiff’s express warranty claims must be dismissed.

As to the existence of an alleged express warranty, the

Plaintiff says only this:

[The] Defendants expressly warranted that the printer would

be fit for commercial use and of merchantable quality.

Complaint ¶ 29.

This is too little to go on.

There is no further information about any of the who-what-when-

where-and-how questions. What did the Defendants actually say?

How did they say it --- in writing or verbally? When were the

relevant statements made --- before the printer was leased or

after? Who from a given Defendant made the alleged statements?

Indeed, which of the Defendants is said to have offered an

express warranty?21

not require privity. See, e.g., Spring Motors Distribs., Inc.

v. Ford Motor Co., 98 N.J. 555, 586 (1985).

20 Like the Parent Company, the Servicer is not party to the

relevant agreements. See Part II.B. The Servicer’s motion to

dismiss the Plaintiff’s implied-warranties claim is therefore

denied for the same burden-not-carried reason that the Parent

Company’s motion is denied. (Because the Servicer has not

carried its burden, there is no reason, for now, to ask and

answer this: if Plaintiff/Servicer privity is required, as the

Defendants argue, was there such privity here? See Exhibit C at

31 (suggesting the possibility of direct interaction between the

Plaintiff and two technicians associated with the Servicer).)

21 There is a small bit more detail in the section of the

complaint focused on alleged violations of the New Jersey

Consumer Fraud Act. See Complaint ¶ 36. The allegation there:

the Defendants “ma[de] false and misleading representations to

These are the basics, and absent even some details along these

lines the Plaintiff’s breach of express warranty claim cannot go

forward. See Simmons v. Stryker Corp., 2008 WL 4936982, at *2

(D.N.J. Nov. 17, 2008) (“Plaintiff's breach of warranty claim is

devoid of any ‘factual matter’ to support the existence of an

express warranty.”); Heckman v. Samsung Elecs. Am., Inc., 2025

WL 2312328, at *9 (E.D. Pa. Aug. 11, 2025) (dismissing breach of

warranty claim because the plaintiffs “fail[ed] to allege the

terms of any express warranty, how that warranty was conveyed to

them, how they relied on that warranty, or how any warranty term

was breached”); Blanding v. Walmart Inc., 2024 WL 3433321, at *8

(E.D. Pa. July 15, 2024) (dismissing express warranty claim

because complaint did not contain details of any guarantees or

how they were relied upon); Behrens v. Amazon.com, Inc., 2023 WL

5985287, at *4 (D.N.J. Sept. 14, 2023) (“Plaintiff has not

identified an affirmation, promise, or description . . . that

could serve as the basis for a breach of express warranty

claim.”).

The Plaintiff’s allegation is not meaningfully different than a

bare assertion that there has been an express warranty breach.

Under a notice pleading regime, that might be enough. But not

under current law. See, e.g., Holland v. 9F Inc., 2024 WL

5086106, at *3 (D.N.J. Dec. 12, 2024).

Accordingly, the breach of express warranty claims must be

dismissed as to all Defendants.

V. New Jersey Consumer Fraud Act

Move now to the Plaintiff’s New Jersey Consumer Fraud Act claim.

It, too, must be dismissed for being too conclusory.

First, the complaint alleges that the Defendants violated the

Act by making affirmative misrepresentations. See Complaint

¶¶ 34(a), 36; see generally Bosland v. Warnock Dodge, Inc., 197

N.J. 543, 556 (2009) (as to the contours of the Consumer Fraud

Act).

[the] Plaintiff regarding the quality, condition, and

suitability of the leased . . . equipment.” Id. But same

problem with this allegation --- there is next to nothing in the

way of who-what-when-where-and-how information, including as to

which Defendant made the alleged representations.

But the complaint here alleges only that the “Defendants falsely

represented that the equipment was fully functional,

operational, and appropriate for Plaintiff’s business use.”

Complaint ¶ 36.

This is too spare, largely for reasons that were discussed in

Part IV. Among other things, the Plaintiff does not specify

which of the four Defendants allegedly communicated something

about the printer.

Second, the complaint alleges that the Act was violated because

of material omissions made by the Defendants. See id. ¶¶ 34(b),

36; see generally Bosland, 197 N.J. at 556.

But as to this, the on-point allegation seems to be only that

the Defendants engaged in “deceptive commercial practices by . .

. [f]ailing to disclose known or discoverable defects.”

Complaint ¶ 34(b).

Some factual details are required, but no meaningful ones are

put forward.

Third, the complaint alleges that the Defendants engaged in

“deceptive commercial practices by . . . [c]ontinuing to demand

lease payments for unusable equipment.” Id. ¶ 34(c).

The Plaintiff’s claim seems to be that this amounted to

“unlawful conduct,” Bosland, 197 N.J. at 557, of the sort that

can sometimes undergird a Consumer Fraud Act claim.

But this argument does not work.

It is hard to know how this claim touches the Parent Company,

the Servicer, and the Supplier --- the three Defendants that are

not parties to the Per Image Agreement under which payments were

apparently demanded.

And as to the Lender, which is a party to the Per Image

Agreement, the complaint does not suggest that its conduct was

“unlawful.”

The Per Image Agreement was a “finance lease,” Per Image

Agreement § 17, and it imposes an “absolute and unconditional,”

id. § 4, obligation on the part of the Plaintiff to make

periodic payments.

Mandatory payment obligations under such leases are regularly

enforced under New York, New Jersey, and Connecticut law. See,

e.g., Edison Generator Exch., Inc. v. Quality Bus. Commc’ns,

Inc., 2010 WL 2696637, at *4 (N.J. Super. Ct. App. Div. July 1,

2010) (New Jersey law); AT&T Credit Corp. v. Transglobal Telecom

All., Inc., 966 F. Supp. 299, 303–04 (D.N.J. 1997) (New Jersey

law); Highland Cap. Corp. v. Sassan Kafayi, DDS, 2020 WL 914710,

at *3–4 (N.J. Super. Ct. App. Div. Feb. 26, 2020) (New Jersey

law); Gen. Elec. Cap. Corp. v. Nat’l Tractor Trailer Sch., Inc.,

667 N.Y.S.2d 614, 621 (Sup. Ct. 1997) (New York law); Wells

Fargo Bank Nw., N.A. v. Taca Int'l Airlines, S.A., 247 F. Supp.

2d 352, 361–63 (S.D.N.Y. 2002) (New York law); TBF Fin., LLC v.

Grassilli, 2003 WL 430505, at *2 (Conn. Super. Ct. Jan. 29,

2003) (Connecticut law).

Attempts to require mandatory payment are, in short, familiar,

everyday things between businesses; without any substantial

argument as to why, they cannot be chalked up as “unlawful

conduct.” Bosland, 197 N.J. at 557.

VI. Conclusion

For the reasons set out above, the Court rules as follows:

The breach of contract claims are dismissed. See Part II.

The breach of implied warranties claims are dismissed as to the

Lender and Supplier. See Part III.A–B.

The breach of express warranty claims are dismissed. See Part

IV.

The New Jersey Consumer Fraud Act claims are dismissed. See

Part V.

The rest of the claims can go forward.22

22 The Defendants also move to dismiss the Plaintiff’s

negligence claims. See Defendants’ Brief at 17–18; Complaint ¶¶

42–45. There is plainly a good deal to the Defendants’

argument. See Clark-Fitzpatrick, Inc. v. Long Island R.R. Co.,

70 N.Y.2d 382, 389 (1987) (“[A] simple breach of contract is not

to be considered a tort unless a legal duty independent of the

contract itself has been violated.”); Saltiel v. GSI

Consultants, Inc., 170 N.J. 297, 316 (2002) (similar); Ulbrich

v. Groth, 310 Conn. 375, 391 n.14 (2013) (similar). But the

question of whether a tort duty may have been owed here is

better resolved after some factual development. Even narrow

discovery as to the relationship between the Defendants and the

It is on this 12th day of November, 2025 SO ORDERED.

Michael E. Farbiarz, U.S.D.J.

Plaintiff should presumably help to resolve the duty question

one way or another, and to allow the Court to rule ona less

abstract basis. (And proceeding that way makes sense, too,

given that at least one piece of the case will in any event

continue, under the Court’s other rulings.) In addition, the

Court wiil not resolve in this posture the defendants’ motion as

to the Plaintiff’s declaratory judgment count. Nothing

practical turns at this point on whether that count is or is not

in the case.

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