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This information is taken directly from the court opinion. It is not taken out of context nor is it altered.

From Matrix Essentials v. Cosmetic Gallery, 870 F. Supp. 1237 (D.N.J. 1994): A plaintiff may not maintain a tortious interference action "where there is no specific contractual provision barring the behavior at issue." Polymer Technology Corp. v. Mirman, 37 F.3d 74, 82 (2d Cir.1994). In this case, Matrix has shown that two diverters, Robert Gullo and Rick Gullo, both signed salon agreements. (Plaintiff's Exs. 18 and 19.) The salon agreements provide that the salon will follow the distribution policies of Matrix and its distributor, and thus will sell Matrix products only to its clients. (Id. at ¶ 7). The two Gullo salon agreements are signed by the salon owner, Matrix, and the distributor, DiDonato. (Id.) While we find that these agreements contain adequate contractual terms to support a tortious interference claim, there is no evidence that defendants were aware of the anti-diversion clauses in those contracts. We do not equate general knowledge of the Matrix distribution scheme to knowledge of the existence or contents of the salon agreements. Moreover, Robert Gullo and Rick Gullo were not defendants' only source of diverted Matrix products. There were other Gullo and non-Gullo sources, and there is simply no proof that any of these other diverters had written agreements with Matrix which precluded diversion. Matrix argues that an implied contractual relationship between itself and the salon owners existed regardless of the existence vel non of written salon agreements. Matrix contends that many salons carry Matrix products precisely because they are available only in salons. Thus, argues Matrix, the salons had an understanding, rising to the level of a contractual obligation, that they would sell only to their clients, and not to retailers such as defendants. It is unclear, however, what obligations Matrix undertook in return for this promise. See F. Schumacher & Co. v. Silver Wallpaper & Paint Co., 810 F.Supp. 627, 635 (E.D.Pa.1992) ("In return for its retail dealers' promises not to transship ..., [the manufacturer] commits to nothing."). In F. Schumacher, a case factually similar to the one at hand, the court found that the manufacturer "merely reserves the option to do that which it is always entitled to do -- to stop doing business with retail dealers that act against its interests." Id. The court concluded: "To have an internal corporate policy setting forth how business shall be done is one thing. To give that policy legal effect on third parties is quite another." Id. In an attempt to avoid this reasoning, Matrix argues that it did undertake obligations in exchange for the salon owner's promise not to divert goods to retailers. However, it is unclear exactly what Matrix promised to do, or how salon owners could enforce this promise. Matrix seems to allege that it promised to use "reasonable efforts" to prevent diversion. However, the written salon agreements, which impose specific anti-diversion obligations on the salons, makes no reference to any obligation of Matrix to prevent diversion. Furthermore, Matrix is loathe to admit that other salon owners in defendants' area of distribution could have sued Matrix if it failed to adequately prevent diversion. It is, to put it mildly, an unpersuasive argument that the salon's implied promise not to divert was supported by a Matrix promise which was (1) not included in the written agreement embodying alleged implied contract, and (2) so vague that it could not be enforced.