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In 1988, P contracted with D to purchase 500 tons of jalapeños. This was the beginning of a relationship that would last for 28 years. For the first 10 years, the parties executed written agreements specifying the price per pound and volume to be supplied. Thereafter, the parties dealt with each other informally with oral agreements. P needed more peppers than D could supply, so it contracted with other farmers as needed. By 2005, D was “pushing” P to add more acreage. In 2006, P asked D to significantly increase its pepper acreage. D was growing 95 percent of P's peppers. The peppers represented only 25 percent of D's business. D also farmed lemons and vegetables. D told P that it was reluctant to assume the risk of growing more peppers and rejected P's offer. P proposed that it would assume some of the risk. P would pay D by the acre grown instead of pounds produced. Thus, the risk of a disappointing yield would be on P. D agreed to the arrangement. In 2007, P advised D to increase its acreage by 50 percent. D had to expand its operations from Ventura County to Kern County. P was building a 600,000-square-foot factory in Irwindale. P told D that P “needed to fill it up.” P told D that D should be farming at least 2,000 acres. Due to P's suggestion and encouragement, D invested millions of dollars in acquiring additional acres. D had acquired over 1,800 acres in Kern County. It took a year or more to prepare the ground for growing peppers. Many of the leases extended into the 2020's, 2030's, and beyond. By 2016, P accounted for approximately 80 percent of D's revenue. Tran and Donna Lam, P's chief operations officer and Tran's sister-in-law, assured D that P would continue to purchase the peppers grown by D into the future. They repeatedly told D, “You grow it, I'll sell it.” In 2014 or 2015, P formed a new company, later called Chilico, LLC. Chilico's purpose was to obtain peppers for P. P contracted with Chilico to buy all its chili peppers from Chilico. The contract diverted millions of dollars from P to Chilico. D and P agreed that for the 2017 season, D would plant 1,700 acres for $13,000 per acre. P also agreed to advance payments of $18 million. On November 9, 2016, P told D that it would have to deliver peppers for $500 per ton to compete with the Chinese pepper mash that sold for $300 per ton. D could not grow peppers for $500 a ton. Its costs averaged $610 a ton. P refused to provide D with the prepayments needed to finance the next crop. P also insisted that D contract with Chilico rather than P. Chilico did not have the assets to ensure that D would be paid, and P refused to guarantee the Chilico contract. In early January 2017, D sent an email to P stating that in October 2016, they had an agreement to move ahead with production for 2017; subsequently, P decided to change the agreement, and it is impossible for D to comply with the modified terms. The e-mail advised P that the start date for planting had passed, there were no plants in the nursery, and D did not plan on delivering any peppers to P. P contracted with other farmers to provide peppers. P showed those farmers the drone video of D's 2016 harvest that he had promised to keep confidential to show them how to harvest economically. D tried to get out of its leases, but was largely unsuccessful. D had to immediately lay off 40 employees. It was too late in the season to grow much of anything. D lost $8.5 million in 2017. In 2018, it lost over $6 million. D testified that growing peppers for P required planning three years ahead of time. P brought an action against D seeking a $1.4 million refund of payments made for the 2016 season. D cross-complained alleging breach of contract, promissory estoppel, and fraud against P. The jury unanimously found in D's favor on breach of contract and fraud. The jury awarded D $13.32 million in compensatory damages and $10 million in punitive damages. The trial court denied P's motion for judgment notwithstanding the verdict. P appealed

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