Brookside Farms v. Mama Rizzo's Inc.,

873 F.Supp. 1029 (1995)

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Nature of the Case

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Facts

Brookside (P) and Mama (D) entered a requirements contract for the sale of 91,000 pounds of fresh basil leaves. D agreed to buy that quantity as a minimum for a one-year term. Delivery was to be made daily from between 350 to 800 pounds. D agreed to pay for deliveries within 15 days of receipt. The price was seasonally based. The original price for basil delivered during the domestic growing season--between June 1 and September 30--was $3.80 per pound; the original price for basil delivered during the non-growing season--October 1 to May 31--was $5.00 per pound. D then asked P to remove additional parts of the stems of the leaves and P agreed to do this for a $0.50 per pound increase for the remainder of the contract term. The original contract held oral modifications invalid, and P and D agreed to this change orally, but D promised to make a notation to the original contract. The new terms were also reflected on purchase orders and checks issued. Between November 17, 1993, and January 9, 1994 D discontinued its order of leaves and P was forced to reduce its purchase of basil from its supplies which mandated that P was to pay higher prices. Two price modifications were entered in relation to the P-D contract with multiple orders reflecting these price increases being accepted, delivered, and paid for. Eventually, a check from D was dishonored at the bank for insufficient funds and P sued D for breach of the executory portion of the contract and for refusing to accept delivery of the minimum amount. D contends that P breached the contract by raising prices in violation of the express agreement.