Nature of the Case
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Facts
Clear Lakes (D) agreed to sell Griffith (P) 'small trout' in sufficient quantities to allow Griffith to grow 'up to two million pounds live weight' each year. P would then sell the trout back to D 'when the trout are grown to market size.' The parties performed satisfactorily from September 1998 to September 2001. After September 2001, the market for trout changed significantly as D's customers began to demand larger size fish. The market for the 12 to 16-ounce fish began to dry up D began taking deliveries much later and in smaller loads. The problems grew worse in 2003. D offered to pay $125,000, plus let P sell the remaining fish on hand, but P was nearly $600,000 in debt. P rejected the offer. D ultimately took delivery and sold them to a mink farm for almost nothing. The contract was terminated near the end of the fifth year in August 2003. P filed suit for breach. D counterclaimed for monies owed on several shipments. D moved for summary judgment because the parties held fundamentally different interpretations of 'market size.' The court gave 'market size' a fixed interpretation and awarded P damages for its lost profits. D appealed: no contract was ever formed, and P's damages were not proved to a reasonable certainty.
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