N.A. Sales Co., Inc. v. Chapman Indus. Corp., 736 F.2d 854 (2d Cir. 1984). · Go Syfert
N.A. Sales Co., Inc. v. Chapman Indus. Corp., 736 F.2d 854 (2d Cir. 1984). Cases Citing This Book View Copy Cite
63 citation events (27 in the last 25 years) across 13 distinct courts.
Treatment trajectory · 1986 → 2026 · click a year to view as-of
1986 2006 2026
Top citers, strongest first. 44 distinct citers. How cited ↗
cited Cited as authority (rule) Garcia Ramirez v. U.S. Immigration and Custom Enforcement
D.D.C. · 2026 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984)).
cited Cited as authority (rule) Petersen Energia Inversora, S.A.U. et al. v. Argentine Republic et al.; Eton Park Capital Management L.P. et al. v. Argentine Republic et al.
S.D.N.Y. · 2025 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984).
discussed Cited as authority (rule) Intenze Products, Inc. v. Charm Color Company
S.D.N.Y. · 2025 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir. 1984). ‘There is no guarantee that any relief Plaintiff may obtain pursuant to its motion for contempt would exceed or accrue faster than the relief potentially obtainable by filing a separate action against the entities named in Plaintiffs papers.’ The Clerk of Court is directed to terminate the motion pending at Dkt.
cited Cited as authority (rule) Humphreys v. New York City health and Hospitals Corporation
S.D.N.Y. · 2024 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984).
cited Cited as authority (rule) U.S. Bank National Association, as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp. Multifamily Mortgage Pass-Through Certificates, Series 2019-SB58 v. Mazel on Del LLC
W.D.N.Y. · 2024 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984)).
discussed Cited as authority (rule) Kelly Toys Holdings LLC. v. 19885566 Store (2×)
S.D.N.Y. · 2023 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir. 1984); see also Maggio v. Zeitz, 333 U.S. 56, 69 (1948) (“It would be a disservice to the law if we were to depart from the long-standing rule that a contempt proceeding does not open to reconsideration the legal or factual basis of the order alleged to have been disobeyed and thus become a retrial of the original controversy.”); United States v. United Mine Workers of Am., 330 U.S. 258, 293 (1947) (“[A]n order issued by a court with jurisdiction over the subject matter and person must be obeyed by the parties until it is reversed by orderly and proper p…
cited Cited as authority (rule) Nortek Inc. v. ITT LLC
S.D.N.Y. · 2022 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984)).
cited Cited as authority (rule) Securities and Exchange Commission v. Ripple Labs Inc.
S.D.N.Y. · 2022 · confidence medium
Sales Co. v. Chapman Indus., 736 F.2d 854, 858 (2d Cir. 1984).
cited Cited as authority (rule) United States Securities and Exchange Commission v. Collector's Coffee Inc.
S.D.N.Y. · 2022 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984)).
cited Cited as authority (rule) KPM Analytics North America Corporation v. Blue Sun Scientific, LLC
D. Mass. · 2021 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984).
cited Cited as authority (rule) United Rentals, Inc. v. Adams
D. Conn. · 2021 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir. 1984)).
cited Cited as authority (rule) Eaton Partners, LLC v. Azimuth Capital Management IV, LTD.
S.D.N.Y. · 2021 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984).
cited Cited as authority (rule) Wexler v. Allegion (UK) Limited
S.D.N.Y. · 2021 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984).
cited Cited as authority (rule) Citizens Bank, N.A. v. Lyons
W.D.N.Y. · 2020 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984); see also Famous Joe’s Pizza, Inc. v. Famous Joe’s Pizza of Vill., Inc., 17 Civ. 06541 (BMC), 2018 WL 1796544 , at *2 (E.D.N.Y.
cited Cited as authority (rule) Chanel, Inc. v. The RealReal, Inc.
S.D.N.Y. · 2020 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984). ?
cited Cited as authority (rule) Patsy's Brand, Inc. v. I.O.B. Realty, Inc.
S.D.N.Y. · 2020 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir. 1984).
cited Cited as authority (rule) Fendi Adele S.R.L. v. Burlington Coat Factory Warehouse Corp.
S.D.N.Y. · 2009 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir.1984)). 26 .
discussed Cited as authority (rule) Mundo-Rios v. Vizcarrondo-Irizarry
D.P.R. · 2002 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984); O’Connor v. Midwest Pipe Fabrications, Inc., 972 F.2d 1204 , *29 1209 (10th Cir.1992)(This court reviews a district court’s exercise of its discretion for abuse of discretion); Reliance Ins.
cited Cited as authority (rule) Chere Amie, Inc. v. Windstar Apparel, Corp.
S.D.N.Y. · 2001 · confidence medium
Corp., 736 F.2d 854, 857-58 (2d Cir.1984).
cited Cited as authority (rule) Equal Employment Opportunity Commission v. Local 28 of the Sheet Metal Workers International Ass'n
2d Cir. · 2001 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984).
discussed Cited as authority (rule) A v. Ex Rel. Versace, Inc. v. Gianni Versace, S.P.A. (2×) also: Cited "see"
S.D.N.Y. · 2001 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir.1984).
cited Cited as authority (rule) A v. by Versace, Inc. v. Gianni Versace, S.P.A.
S.D.N.Y. · 2000 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir.1984); see also Berger v. Heckler, 771 F.2d 1556, 1568 (2d Cir.1985).
discussed Cited as authority (rule) Bear U.S.A., Inc. v. Kim (2×) also: Cited "see"
S.D.N.Y. · 1999 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 857-58 (2d Cir.1984). 87 .
cited Cited as authority (rule) Paramount Pictures Corp. v. Carol Publishing Group, Inc.
S.D.N.Y. · 1998 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 858 (2d Cir.1984) (district court properly issued clarifying order that specified conduct that would violate injunction).
discussed Cited as authority (rule) New York State National Organization for Women v. Terry
S.D.N.Y. · 1997 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir.1984); Vuitton et Fils S.A. v. Carousel Handbags, 592 F.2d 126, 130 (2d Cir.1979); Backo v. Local 281, United Brotherhood of Carpenters and Joiners of America, 438 F.2d 176, 182 (2d Cir.1970), cert. denied, 404 U.S. 858 , 92 S.Ct. 110 , 30 L.Ed.2d 99 (1971); W.E.
discussed Cited as authority (rule) NEW YORK STATE NAT. ORGAN. FOR WOMEN v. Terry
S.D.N.Y. · 1997 · confidence medium
Corp., 736 F.2d 854, 858 (2d Cir.1984); Vuitton et Fils S.A. v. Carousel Handbags, 592 F.2d 126, 130 (2d Cir.1979); Backo v. Local 281, United Brotherhood of Carpenters and Joiners of America, 438 F.2d 176, 182 (2d Cir.1970), cert. denied, 404 U.S. 858 , 92 S.Ct. 110 , 30 L.Ed.2d 99 (1971); W.E.
cited Cited as authority (rule) Stephen King v. Allied Vision, Ltd. And Innovation Books, a Division of the Innovation Corporation, New Line Cinema Corporation
2d Cir. · 1995 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir.1984).
cited Cited as authority (rule) Huber v. Marine Midland Bank
2d Cir. · 1995 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984).
discussed Cited as authority (rule) Huber v. Marine Midland Bank
2d Cir. · 1995 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984). 28 Although Huber pays lip service to the principle that he had the burden of proving his inability to pay the fines, the thrust of his argument, i.e., that the district court "must find by clear and convincing evidence that the alleged contemnor had the ability to comply with its order" (Huber's attorney's supplemental brief on appeal at 11 (emphasis added)), seeks to shift that burden.
cited Cited as authority (rule) King v. Allied Vision, Ltd.
S.D.N.Y. · 1995 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 858 (2d Cir. 1984) (treble damages awarded to ensure compliance).
cited Cited as authority (rule) NOW v. Operation Rescue
D.D.C. · 1993 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir.1984). 10.
cited Cited as authority (rule) Smith v. Condux International, Inc.
Minn. Ct. App. · 1991 · confidence medium
Sales Co. v. Chapman Indus., 736 F.2d 854, 858 (2d Cir.1984) (post-judgment injunction clarifying acts prohibited by permanent injunction is proper alternative to contempt order). *26 B.
discussed Cited as authority (rule) United States v. O'Rourke (2×)
S.D.N.Y. · 1990 · confidence medium
Sales Co., Inc. v. Chapman Industries, 736 F.2d 854, 857 (2d Cir.1984).
cited Cited as authority (rule) Hinton v. Sullivan
S.D.N.Y. · 1990 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984).
discussed Cited as authority (rule) NY STATE NAT. ORGANIZATION FOR WOMEN v. Terry
S.D.N.Y. · 1990 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 858 (2d Cir.1984); See also Hutto v. Finney, 437 U.S. 678 , 689 n. 14, 98 S.Ct. 2565 , 2573 n. 14, 57 L.Ed.2d 522 (1978); Rule 43(a), Civil Rules of the United States Courts for the Southern and Eastern Districts of New York ("Civil Rules") ("A reasonable counsel fee, necessitated by the contempt proceedings, may be included as an item of damage.") An award of attorneys' fees and costs serves the compensatory purpose of civil contempt and avoids penalizing the complainant who is protected by the order, for the actions of contemnors who…
discussed Cited as authority (rule) New York State National Organization for Women v. Terry
S.D.N.Y. · 1990 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 858 (2d Cir.1984); See also Hutto v. Finney, 437 U.S. 678 , 689 n. 14, 98 S.Ct. 2565 , 2573 n. 14, 57 L.Ed.2d 522 (1978); Rule 43(a), Civil Rules of the United States Courts for the Southern and Eastern Districts of New York (“Civil Rules”) (“A reasonable counsel fee, necessitated by the contempt proceedings, may be included as an item of damage.”) An award of attorneys’ fees and costs serves the compensatory purpose of civil contempt and avoids penalizing the complainant who is protected by the order, for the actions of cont…
discussed Cited as authority (rule) Bank of Crete, S.A. v. Koskotas
S.D.N.Y. · 1990 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 858 (2d Cir.1984) (court may issue supplemental clarifying order to “add certainty to an implicated party’s efforts to comply” with the terms of the injunction).
discussed Cited as authority (rule) United States and Special Agent Gail R. Kohorst of the Internal Revenue Service v. Darwin Construction Company, Inc. Lester J. Robinson
4th Cir. · 1989 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984), citing United States v. United Mine Workers, 330 U.S. 258, 303-04 , 67 S.Ct. 677, 701-02 , 91 L.Ed. 884 (1947); Vuitton et Fils, S.A. v. Carousel Handbags, 592 F.2d 126, 130 (2d Cir.1979).
cited Cited as authority (rule) United States v. Hefti
E.D. Mo. · 1988 · confidence medium
Sales Co. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984)).
cited Cited as authority (rule) United States v. Ayer
S.D.N.Y. · 1988 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 857 (2d Cir.1984).
cited Cited as authority (rule) United States v. Darwin Const. Co., Inc.
D. Maryland · 1988 · confidence medium
Sales Co., Inc. v. Chapman Industries Corp., 736 F.2d 854, 857 (2nd Cir.1984) (violation of injunction).
cited Cited as authority (rule) Cannon v. Loyola University of Chicago
N.D. Ill. · 1987 · confidence medium
Sales Co. v. Shopman Industries, 736 F.2d 854, 857 (2d Cir.1984) (citing United States v. United Mine Workers, 330 U.S. 258, 303-04 , 67 S.Ct. 677, 701 , 91 L.Ed. 884 (1947)).
examined Cited as authority (rule) Zerman v. Jacobs (3×)
S.D.N.Y. · 1986 · confidence medium
Corp., 736 F.2d 854, 857 (2d Cir.1984); see also EEOC v. Local 638, 753 F.2d 1172 , 1178 (2d Cir.), cert. granted, — U.S. —, 106 S.Ct. 58 , 88 L.Ed.2d 47 (1985).
Retrieving the full opinion text from the archive…
N.A. SALES COMPANY, INC., Plaintiff-Appellee,
v.
CHAPMAN INDUSTRIES CORP., Defendant-Appellant
943, Docket 83-7229.
Court of Appeals for the Second Circuit.
Jun 6, 1984.
736 F.2d 854
David Halperin, New York City (Howard Slotnick, David Halperin, P.C., New York City), for plaintiff-appellee., Daniel P. Levitt, New York City (Joseph G. Bisceglia, Karl S. Nadler, Jenner & Block, Chicago, Ill., Donald J. Olenick, Kramer, Levin, Nessen, Kamin & Frankel, New York City), for defendant-appellant.
Friendly, Pierce, Winter.
Cited by 48 opinions  |  Published
Pinpoint authority: bottom 55%
WINTER, Circuit Judge:

Chapman Industries Corp. (“Chapman”) appeals from an order holding it in contempt for violating an injunction by selling its product to a major competitor of the appellee N.A. Sales Company, Inc. (“N.A.”) with whom Chapman has an exclusive distributorship agreement. The district court imposed a treble damages fine, assessed costs and attorney’s fees against Chapman and issued a clarifying order supplementing the permanent injunction.

[*856] We reverse the contempt finding as to the period before the entry of the permanent injunction, but we affirm for the period thereafter. We remand for a recalculation of the fine because of the partial reversal of the contempt finding and because of doubt as to the length of the relevant period for which we uphold the contempt finding. We affirm the clarifying order.

BACKGROUND

Chapman is an Illinois corporation which manufactures and sells automobile anti-theft devices, including the patented Chapman Kar-Lok. N.A. is a New York corporation which sells automotive security devices. N.A. has been selling Chapman Kar-Loks pursuant to the terms of a twenty-year exclusive distributorship agreement (“Agreement”) entered into by the parties on March 23, 1972. By the terms of that Agreement, Chapman granted N.A. the sole right to sell its merchandise in the “area encompassed in a fifty-mile radius from the Empire State Building,” and agreed not to allow any other entity to sell Chapman’s products within this exclusive area.

In the latter part of 1980, a dispute caused N.A. to bring this diversity action against Chapman for breach of contract. In January, 1981, Judge Mishler issued a temporary restraining order directing Chapman to comply with the terms of the Agreement, and in March of that year, he granted a preliminary injunction to the same effect. In June, 1981, Judge Mishler found Chapman in contempt for violating the temporary restraining order by selling products to firms operating within N.A.’s exclusive territory, but he reserved imposition of a penalty until trial on the merits. Despite the court orders, Chapman continued to sell merchandise to N.A.’s competitors in the exclusive area and to accept direct orders from customers of N.A.

A trial was held in December, 1981, before Judge Mishler and a jury. The jury returned a special verdict awarding N.A. damages for Chapman’s breach of the Agreement by selling Chapman products to customers within N.A.’s exclusive distribution area and by delaying or failing to supply products ordered by N.A.

As part of the final judgment for N.A., Judge Mishler entered a permanent injunction on March 23, 1982 ordering Chapman to comply with the terms of the Agreement. We affirmed on appeal. N.A. Sales Co. v. Chapman Industries, 714 F.2d 115 (2d Cir.1982). On that date, Judge Mishler also issued a memorandum denying N.A.’s request for imposition of a penalty for Chapman’s violation of the temporary restraining order, noting that N.A. had recouped its full damages in the breach of contract action. He noted, however,

The defendant’s contempt indicates a continuous course of conduct designed to deny plaintiff’s rights under the [Agreement]. The court will not overlook future violations of the court’s permanent injunction issued this day. The court will impose fines equal to three times the amount of damages shown to have resulted from defendant’s violation of the court’s injunction.

In July, 1982, N.A. moved for an order citing Chapman in civil contempt. N.A. claimed that Chapman was selling its products to J & J Corporation (“J & J”), a retailer of automotive supplies which was selling Chapman products within N.A.'s exclusive distribution area. N.A. also alleged other violations, noting that Chapman was including a warranty disclaimer with all Kar-Loks shipped to N.A. and had altered the appearance of Kar-Loks delivered to N.A. by changing the color of the wires from red to green, thus distinguishing them from Kar-Loks delivered to other Chapman distributors.

An order to show cause why Chapman should not be held in contempt for violating the March 23 order was issued on July 15, 1982. Following a hearing, Judge Mishler cited Chapman for contempt of the preliminary and permanent injunctions on February 25, 1983. He found that during the effective period of the preliminary injunction and following entry of the final judgment, Chapman had continued to sell its[*857] products to J & J. Although Chapman ceased making direct sales to J & J on March 12, 1982, just prior to the entry of the permanent injunction, Judge Mishler found that Chapman had continued to supply J & J with Chapman products by using an Indiana corporation, Vehicle Specialties, Inc. (“VSI”) as a conduit. Judge Mishler also found that Chapman’s warranty disclaimers and change of wire colors were “reprehensible.” However, he noted these acts were not specifically prohibited by the permanent injunction and did not, therefore, constitute contempt. In order to prevent such acts in the future, he issued a clarification which ordered Chapman to “manufacture, package and deliver its products to N.A. Sales in the same manner as it did prior to January 1, 1981 and in the same manner it generally does to all its other customers,” and “[t]o accompany the product with the usual warranty and to discontinue insertion of the disclaimer cards.”

Finding that Chapman had previously been warned to cease infringing upon N.A.’s exclusive territory and had received notice that treble damages would be imposed for future violations, the district judge assessed a fine of $141,000 based on his calculation of N.A.’s damages resulting from Chapman’s contumacious acts as $47,-000. Judge Mishler also awarded costs and counsel fees to N.A.

DISCUSSION

A district court has the inherent power to hold a party in civil contempt upon clear and convincing proof of noncompliance with a court order. Powell v. Ward, 643 F.2d 924, 931 (2d Cir.) (per curiam), ce rt. denied, 454 U.S. 832, 102 S.Ct. 131, 70 L.Ed.2d 111 (1981). In the instant case, there was ample evidence to support Judge Mishler’s finding that Chapman continued to sell products to J & J in violation of the permanent injunction. Chapman’s cancellation of its contract with J & J in March, 1982 was quickly followed by a new contract with VSI which included minimum buying requirements far in excess of VSI’s history of sales of Chapman’s products. VSI’s purchases from Chapman thereafter tripled. Even after being explicitly informed that VSI was transshipping Chapman’s products to J & J, Chapman did nothing. VSI, moreover, was located near Chapman and Judge Mishler was quite entitled to find that Chapman was aware of the reasons for the sudden tripling of VSI’s purchases and that VSI was merely a conduit from Chapman to J & J.

Chapman argues that the district court’s injunction is in conflict with the antitrust laws. This argument, never proffered in earlier proceedings, challenges the validity of the injunction itself and has no place in a contempt proceeding. Chapman has had ample opportunity to litigate all issues relating to liability, including an appeal to this court, and cannot now excuse its failure to comply with the order by claiming the order is not legally warranted. See Maggio v. Zeitz, 333 U.S. '56, 69, 68 S.Ct. 401, 408, 92 L.Ed. 476 (1948) (“a contempt proceeding does not open to reconsideration the legal or factual basis of the [disobeyed] order”).

Chapman also argues that the treble damages penalty is punitive rather than coercive and therefore not a permissible remedy for civil contempt. We disagree. A district court has broad discretion to fashion an appropriate coercive remedy in a case of civil contempt, based on the nature of the harm and the probable effect of alternative sanctions. United States v. United Mine Workers, 330 U.S. 258, 303-04, 67 S.Ct. 677, 701, 91 L.Ed. 884 (1947); Vuitton et Fils, S.A. v. Carousel Handbags, 592 F.2d 126, 130 (2d Cir.1979). Its determination will not be disturbed absent a clear showing of abuse of discretion. See Perfect Fit Industries v. Acme Quilting Co., 673 F.2d 53 (2d Cir.), cert. denied, 459 U.S. 832, 103 S.Ct. 73, 74 L.Ed.2d 71 (1982). We need determine only “whether the coercive fine [is reasonable] in relation to the facts and [is] not arbitrary.” Id. at 57.

In light of Chapman’s continuous and obviously willful violation of Judge[*858] Mishler’s orders, he had ample reason to conclude that only a stiff remedy would suffice to coerce compliance. Judge Mishler had been lenient in dealing with Chapman’s earlier contempt but had then cautioned Chapman about the sanctions proposed for future noncompliance. Ignoring both Judge Mishler’s leniency and his warnings, Chapman thereupon responded with callous indifference to its obligations under the order. Trebling N.A.’s damages was thus reasonably calculated to ensure future compliance in such circumstances.

However, we must reverse one portion of the contempt judgment and remand another. First, the district judge found Chapman guilty of contempt for conduct prior to March 23, 1982. While Chapman was subject to the preliminary injunction during that period, the order to show cause made no mention of the time period prior to March 23, 1982. Chapman did not, therefore, have adequate notice that it was being charged with contempt for that period and we reverse so much of the contempt order as is based on conduct occurring before March 23,1982. We therefore remand for an appropriate recalculation of the fine.

We also remand for a clarification and, if necessary, recalculation of the fine for conduct occurring after March 23, 1982. Judge Mishler’s opinion states that N.A. has proven by clear and convincing evidence that Chapman had violated the permanent injunction through July 23, 1982. However, in calculating the damages incurred by N.A., he relied upon evidence of the amount of Chapman products sold to J & J through October 25, 1982. The anomalous combination of dates for the period of contempt and for relevant sales leaves us uncertain as to the thinking of the district court, and somewhat apprehensive as to possible clerical errors in its opinion. The evidence of contumacious behavior between July and October, 1982 appears to be quite as strong as that before July, particularly since Chapman undeniably knew of VSI’s sales to J & J by then. We remand, therefore, for a clarification as to the period during which Chapman violated the order of March 23, 1982, and the period of Chapman sales to J & J relevant to that contempt. To avoid further proceedings, we state that the district judge's method of calculating N.A.’s losses passes muster as a means of coercing compliance with the March 23 order. [1] If, however, the district judge has concluded that contempt has not been proven after July 23, 1982, recalculation may be necessary.

The clarifying order directing Chapman to treat N.A. as it treats other distributors was a proper modification of the permanent injunction. It notified Chapman that, in addition to sales or solicitations within N.A.’s exclusive area, tactics designed to harass or otherwise to disavow the Agreement were in violation of the order. Clarifications of orders previously issued, which may be obtained on motion or made sua sponte by the court, add certainty to an implicated party’s efforts to comply with the order and provide fair warning as to what future conduct may be found contemptuous. See Folsom v. Blum, 554 F.Supp. 828, 830-31 (S.D.N.Y.1982). The order was clearly within Judge Mishler’s discretion.

Chapman challenges the award of costs and counsel fees. Since the district judge’s finding that Chapman’s violation was willful is amply supported by the record, the award was proper. Vuitton et Fils S.A. v. Carousel Handbags, 592 F.2d at 130-31; W.E. Bassett Co. v. Revlon, Inc., 435 F.2d 656, 664-65 & n. 5 (2d Cir.1970).

[*859] Affirmed in part, reversed in part and remanded for proceedings consistent with this opinion.

1

. Judge Mishler determined that 60% of the Chapman products sold by J & J were within N.A.’s exclusive area of distribution. He found a gross profit of $53,900, which, when reduced by 12% for costs of distribution, resulted in an actual loss to N.A. of about $47,000. Chapman challenges the factual basis in the record for the calculation of sales within N.A.’s territory and of lost net profit. Since the issue is not one of contract damages but rather the calculation of a sum reasonably designed to lead to compliance with the orders of the court, Judge Mishler was entitled to rely on general estimates as to such matters in determining that sum.