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

D obtained the legal right to market certain beer brands, including Miller Lite, in Canada. D needed help with 'co-packing the beer for international shipment' and turned to P. D also needed 'advanced and costly automation equipment' to pack beer for Canada. D's manager for international logistics, 'prepared specifications and drawings for this new automated equipment to be installed at P's facilities.' The equipment was expensive, and D decided it was in its interest to own the equipment. D lied to P, stating that due to financial reporting, it wanted P to purchase the equipment. D also wanted P to open a foreign trade zone warehouse in Indiana; this would allow beer to be shipped by 'heavy loaded' rail to Canada. Because D knew that P would incur great expense in buying the automation equipment, D said that it would sign an agreement to protect P. D would agree to compensate P in the event that D did not use enough of P's services for P to recoup the equipment costs. P and D executed a 'Service Agreement.' The Agreement acknowledged that P 'intend[ed] to invest in material handling automation equipment,' and that 'upon installation' of that equipment, the services in Schedule A would transition 'to volume based pricing as set forth on Schedule B.' Schedule B provided that for the Michigan location, the 'estimated case volume' for the first year would be about 1.6 million at a rate of $0.24 per case. In 'Year 2,' the numbers were 2.2 million and $0.21, respectively. Schedule B provided estimated case volumes and rates through 'Year 5.' The Agreement expired by its own terms in March 2019. Aside from the payment schedule shifting from Schedule A to Schedule B after installation of the automation equipment, the Agreement also provided that once that equipment was installed, certain clauses would survive two types of termination of the Agreement. 'After installation of . . . automation equipment by [ Silver Foam,] . . . penalty clauses for early termination by D as set forth in Schedule C & Schedule D will survive in the event of a termination effectuated by D pursuant to Section 2(a)(iii) or a termination effectuated by P pursuant to Section 2(a)(ii) default by D.' Schedule C and Schedule D set out the penalty clauses for the Michigan and Indiana, locations respectively. For the Michigan location, if the contract duration was only a year, the penalty was about $696,000; if the duration was two years, about $455,000; and the penalties continued to decrease as the contract duration increased. For the Indiana location, the penalty amounts were similar and also decreased as the contract duration increased. The Agreement was signed in December 2014. The automation equipment was not installed until May 2016. The equipment cost P over $900,000. P hired and trained 'dozens' of additional employees to handle the increased volume of beer-related co-packing and repalletization. P incurred costs in setting up the foreign trade zone in Indiana. P signed a long-term lease in Indiana and purchased forklifts and warehouse equipment. From about May 1, 2016, until October 2016, the parties performed under the Agreement without incident. D's parent company, Anheuser-Busch InBev SA/NV, sold the beer brands covered by the Agreement to Molson Coors. D lost the 'Canadian rights to the relevant beer brands.' D 'was rendered incapable of performing under the Agreement.' D's 'volume fell to zero under the Agreement.' Unless one of the parties invoked one of the termination provisions, the Agreement's expiration date was not until March 31, 2019. There were about two-and-half years left of the five-year agreement. P mitigated its damages by doing similar business with the new owner of the Canadian rights, Molson Coors. In September 2017, Molson Coors decided that it would begin brewing the relevant beer brands in Canada. P provided D with 'written notice of a failure to pay an amount due and of a material breach of the Agreement, namely, the breach of the termination clause and the requirements provisions.' P sued D alleging that D breached the Agreement in three ways. P claimed the Agreement was a requirements contract, and D did not act in good faith. P also claimed that D rendered itself incapable of performance and therefore terminated the Agreement, but never provided written notice of that termination as required by § 2(a)(iii). P claims that D breached a third way too: by not paying the penalties as set out in Schedules C and D. D moved to dismiss the complaint in its entirety.

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