Dist. Ct. erred in granting defendant-supplier’s motion for summary judgment in plaintiff-buyer’s action alleging that defendant had failed to sell plaintiff certain quantities of carbon black pursuant to contract between parties. Ct. of Appeals had initially reversed Dist. Ct.’s grant of summary judgment in favor of plaintiff, after finding that instant contract, which required defendant to sell plaintiff 1.8 million pounds of carbon black per year, was not enforceable requirements contract as found by Dist. Ct. On remand, Dist. Ct. found that instant contract was unenforceable under any theory other than requirements contract (which plaintiff could not assert) and that said contract was also unenforceable for lack of mutuality. Ct. of Appeals, though, held that contract had sufficiently definite obligations on both parties so as to make it enforceable, where defendant was required to make certain quantity of carbon black available to plaintiff, and plaintiff could not purchase carbon black from any third-party unless it first offered defendant opportunity to meet terms set forth by third-party. Also, right of first refusal can supply mutuality of obligations under Indiana law. Fact that contract mentioned only approximate quantities of carbon black did not make contract unenforceable. Moreover, plaintiff can proceed on theory of anticipatory repudiation of contract, where defendant: (1) refused to honor one purchase order submitted by plaintiff: (2) attempted to increase price for carbon black for future orders; and (3) initially told plaintiff to contact another suppler for its carbon black needs and only stated that it would do its best to fulfill future orders at contract price.
Federal 7th Circuit Court
Civil Court
Contracts