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P and D are both merchants who deal in salt products. P was looking for a high quality source of washed-and-dried extra-course salt for water conditioners. D mailed a solicitation letter to P, along with a sample of extra-course salt. D indicated that it was 'in the process of constructing salt washing and drying facilities' and 'looked forward to supplying P a quality product in the coming years.' The parties entered into the Salt Contract on June 1, 2004. P agreed to purchase a minimum of 15,000 tons of salt per calendar year for $20 per ton. Four product data sheets were included and referred to in the Contract. There was one for each size grade of salt: Extra Coarse, Coarse, Medium, and Fine, in decreasing crystal size. All salt had to be 'washed, dried, and screened, producing a product suitable for the regeneration of water in water softener ion-exchange resins and for ice control.' The Contract also contained a 'Warranty' clause, which provided that the salt would meet the quality specifications listed in the product data sheets. In November 2004, D sent a shipment. The shipment was nonconforming because it was gray in color and was not washed. On March 15, 2005, P demanded that D cure the nonconforming shipment of salt. P states it was losing customers and incurring various expenses due to D's delay in providing conforming salt. D issued P a $ 22,889 credit for the nonconforming salt. From May 2005 to August 2005, D sent conforming salt. At the end of August, it stopped providing salt. In March and April 2006, P requested assurances from D that it intended to honor the Salt Contract, but no assurances were provided. P sued D for breach of contract (Count 1), breach of express warranty (Count 2), breach of implied warranty of merchantability (Count 3), breach of implied warranty of fitness for a particular purpose (Count 4), breach of implied covenant of good faith and fair dealing (Count 5), and fraud (Count 6). D counterclaimed for breach of contract. Both parties moved for summary judgment.

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