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.

This section contains the nature of the case and procedural background.

The legal issues presented in this case will be displayed here.

The court's holding and decision will be displayed here.

Legal analysis from Dean's Law Dictionary will be displayed here.