Polish Firm Sues Sam's Club Subcontractor After New Pricing Was Imposed
Printbox, a subcontractor for Amaze Software, is suing the company for failing to make full payment for photo and print services that the plaintiff completed for Amaze customer Sam's West, which owns Sam's Club. The Polish company filed a fraud complaint Wednesday (docket 5:24-cv-051060) in U.S. District Court for Western Arkansas in Fayetteville.
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Amaze sent the plaintiff a new pricing terms provision in May 2023, proposing modification of a previous agreement that would have reduced Printbox’s percentage share of sales beneath the monthly minimum set by the agreement, said the complaint. Amaze demanded that the contractor agree to the new payment terms, it said.
Amaze’s CEO Aaron Day justified its “demand to force new, dramatically lower pricing terms on Printbox.” Amaze was “losing money” on the agreement, and it had to be modified, the complaint said. “We must have this happen as we continue to lose money on supporting Sam’s Club and I no longer have the support of my board or investors on this business if we don’t get to break even,” said the complaint, citing an email from Day to Printbox CEO Michal Czaicki, saying the pricing change was “effective immediately.”
Amaze didn’t explain to Printbox why it wasn’t making a profit, the complaint said. Printbox didn’t accept the “unilateral change” and “clearly stated its refusal to do so,” while continuing to fulfill “all its obligations” under terms of the executed agreement, the complaint said.
Instead of fulfilling its obligations under the agreement, Amaze began remitting payments due to Printbox that were less than the contracted payment amount, the complaint alleged. Czaicki sent Day an email saying invoices would be issued according to the agreement in place. Any modifications to the agreement would have to be agreed on by the two parties and “until then, withholding any payments will be a material breach of the contract from your side,” it said.
After several more emails between the CEOs, “Amaze ceased responding,” the complaint said, and it “began withholding payments.” Printbox sent an invoice on May 4, 2023, for services rendered under the agreement’s payment terms, but Amaze remitted only a “partial payment,” with $50,000 outstanding, a pattern that continued in subsequent months, it said.
When Printbox reached out again in August to request payment of outstanding invoices, Day “raised a new pretextual reason” for not paying in full, blaming slow upload speeds, the complaint said. “Not only was this technical issue fabricated" as an excuse for nonpayment, but it also was a fabrication used as "an ultimatum to compel Printbox into accepting reduced payment terms, or else have the contract cancelled,” it said. Though Printbox “audited and found improvements to the upload speeds,” Amaze canceled the Sam's Club subcontractor agreement in April for "material breach of the Subcontract Agreement," it said.
Amaze has resorted to “strong-arming and misrepresentations in an attempt to compel Printbox to accept unilateral terms with no justification or consideration,” alleged the complaint. The defendant has “failed to fully and timely perform the contractual and legal obligations owed to Printbox arising under a valid, enforceable contract,” the complaint alleged.
Printbox asserts claims of breach of contract and unjust enrichment. It seeks actual damages of $1,073,215.48, or, alternatively, the amount that Amaze has been “unjustly enriched” by Printbox’s services, the complaint said. It also seeks attorneys’ fees, legal costs and pre- and post-judgment interest.