# Opinion

> District Court, D. New Jersey · November 12, 2025

URL: https://www.frixlaw.com/law-library/cases/11202147

## Case

- **Full name:** Webway 360, Inc. v. Xerox Corporation et al.
- **Court:** District Court, D. New Jersey
- **Decided:** November 12, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

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.
16

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11202147. Public record. Not legal advice.