Office Pavilion S. Florida, Inc. v. Asal Prods, Inc.

849 So.2d 367 (2003)

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Nature of the Case

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Facts

ASAL Products, Inc. (P) sued Office Pavilion (D) for breach of a contract to supply chairs. D claimed that the contract was unenforceable, as it was not supported by consideration and was indefinite. Bernd Stier is a German wholesaler and reseller of office furniture and equipment mainly in Germany. Stier hired Oliver Asel, a former employee of D, and the two formed P in Florida in order to facilitate purchasing Herman Miller keyboard trays from D to resell to Stier's customers in Europe. P negotiated a contract for the sale of keyboards. They entered into a two-year contract for keyboard trays. P to order a minimum of 1,000 units per year. D agreed to supply up to a maximum of 2,000 units per month plus the accessories for those ordered units. P placed three orders for keyboard trays in amounts between 100 and 150, for which P timely paid and D timely delivered. P also became interested in expanding its contract to include Herman Miller's Aeron chair. Negotiations commenced, and P marketed the chair in January and February, in addition to the keyboard tray, to determine demand for the chair. D forwarded P a letter regarding amending the parties' contract for the keyboard trays to include the Aeron chairs. The letter included the price for two Aeron chair models and indicated: The terms and conditions of the December 23, 1998 Contract and Amendment will apply to these chairs except for Paragraph 3 and 4, Delivery Times and Quantities. Lead times were normally 6 weeks, and D attached a price list, which allowed for volume discounts on the chairs. Later, the parties signed an addendum memorializing the pricing structure. After the letter regarding the chairs was sent, P purchased six chairs from D to display at a trade show in Germany. The show was a success and P wanted 2,450 chairs to cover sales orders from the show plus 30 chairs to use as samples. P did not include a deposit with its order or specify model numbers for the chairs. D replied that it could not fill the order because Herman Miller International would not approve the sale. D had authority from Herman Miller to supply its products to P only for sale in Germany, and P was expanding outside of Germany, contrary to D's understanding of their original contract negotiations. P sued claiming as damages its lost profits for all expected sales under the contract for its two-year duration. D contends that the chair contract, lacked consideration as there was no quantity commitment. The trial court denied D's motion for directed verdict with regard to the enforceability of the contract, and on the speculative nature of the lost profits, the jury awarded P $ 4,000,000 in damages. D appealed.