APEX LLC V. SHARING WORLD, INC.
206 Cal. App. 4th 999 (2012)
NATURE OF THE CASE: Apex (P) appealed a judgment in favor of Sharing (D) in P's suit for
breach of 12 contracts and failure by D to make payment for 14,625 tons of the cottonseed.
FACTS: P and D entered into 12 contracts for the purchase of a total of 19,375 tons of
cottonseed. P offered to sell D a certain quantity of cottonseed at a particular price for
shipment within an identified period of time. D accepted each offer, after which P sent D a
written sales contract. Each of the 12 contracts had a different quantity and price, ranging
from $230 to $334 per ton, and a different shipment time period between October 2008 and
August 2009. D did not sign any of the 12 written sales contracts. D voiced no objections to
their terms. The price of cottonseed made the 12 contracts less attractive to D's customers.
D declined to accept delivery of a total of 14,625 tons out of the 19,375 tons of the
cottonseed covered by the 12 contracts because it had not received letters of credit from
its South Korean customers. The difference between the contract prices for the cottonseed
and the amount P received in washing the unshipped cottonseed was $1,778,500. P sued D for
breach of written contract, breach of oral contract, account stated, open book account, and
breach of third party beneficiary contract. The court held the contracts subject to a
condition precedent of unless and until the Korean customers on whose behalf D was acting
issued a letter of credit. It held there was no mutual assent between the parties because
they failed to agree to essential contract terms, P failed to establish the basis for its
calculation of damages, and if NCPA rules applied P breached them by not promptly electing
its remedy. P appealed.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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