Emerson Props LLC (“EPL”) is a large props company formed in…
Questions
Emersоn Prоps LLC (“EPL”) is а lаrge prоps compаny formed in 1957, and Flags USA Corporation is a small, local flag manufacturer formed in 2015. These two businesses never had any dealings with each other until they recently entered into a contract, with terms all drafted by EPL. The contract provides that EPL shall purchase 1,000 flags that Flags USA will specially design for EPL. The contract further provides that EPL has the right to initiate, on a weekly basis, purchase orders of up to 100 flags until the contract’s total number of flag purchases – 1,000 flags – has been met. Also, the contract includes a clause stating that EPL can cancel its obligation to pay for the remaining flags at any time if any Flags USA shipment does not arrive on the exact day as stated in a particular purchase order; this last provision is included in the contract even though time was of little importance to EPL. The first shipment of 100 flags arrives a day late, and EPL decides to cancel the entire remainder of flags due, leaving Flags USA with 900 flags displaying Robert Emerson’s face. Flags USA does not have a secondary market in which to sell these flags and decides to offer EPL the flags at 30% of the initial price. What is Flags USA’s best claim to enforce the original contract?
Emersоn Prоps LLC (“EPL”) is а lаrge prоps compаny formed in 1957, and Flags USA Corporation is a small, local flag manufacturer formed in 2015. These two businesses never had any dealings with each other until they recently entered into a contract, with terms all drafted by EPL. The contract provides that EPL shall purchase 1,000 flags that Flags USA will specially design for EPL. The contract further provides that EPL has the right to initiate, on a weekly basis, purchase orders of up to 100 flags until the contract’s total number of flag purchases – 1,000 flags – has been met. Also, the contract includes a clause stating that EPL can cancel its obligation to pay for the remaining flags at any time if any Flags USA shipment does not arrive on the exact day as stated in a particular purchase order; this last provision is included in the contract even though time was of little importance to EPL. The first shipment of 100 flags arrives a day late, and EPL decides to cancel the entire remainder of flags due, leaving Flags USA with 900 flags displaying Robert Emerson’s face. Flags USA does not have a secondary market in which to sell these flags and decides to offer EPL the flags at 30% of the initial price. What is Flags USA’s best claim to enforce the original contract?