Shipsview Corp. v. Beeche Systems Corp.

Facts

The Plaintiff, Shipsview Corp. (the "Plaintiff"), is in the business of cleaning and painting bridges. In late 1993, the Plaintiff was the low bidder on a bridge painting contract in Connecticut. In January of 1994, the Plaintiff entered into a contract to paint six bridges in Connecticut. After being awarded this contract, the Plaintiff entered into exploratory discussions with the Defendant, Beeche Systems Corp. (the "Defendant"), regarding a bridge containment system, a system to protect the environment from lead based paint residue. The parties on March 26, 1994 agreed that the Defendant would provide the Plaintiff with a bridge containment system for one bridge. Delivery was to be made eight to ten weeks from the receipt of the order and initial deposit. Ten weeks from March 26, 1994 was June 7, 1994. The cost was $210,435.00. The parties agreed to modify the deposit terms "to extend payment over four installments: 15% with the order; 10% on April 4, 1994; 10% on April 11, 1994; and 15% on April 18, 1994." The Plaintiff paid its initial deposit on time, but became "increasingly delinquent in deposit payment." The parties had to modify the agreement in order to produce the most effective platform, which increased the purchase price to $269,514.00. The parties agreed to this increase in price. In a letter dated, April 19, 1994 the Defendant informed the plaintiff that a fifth deposit date, April 15, 1994, would be added to the current agreement to cover the increased cost. • There were many conversations and letters concerning this tardiness of the Plaintiff's deposit payment, and the Defendant threatened that fabrication of the project and delivery would be stalled if the deposit were not paid by May 16, 1994. The Plaintiff finally paid the remaining deposit on May 19, 1994. A letter accompanying the check and writing on the back of the check said delivery was still to be made by June 7, 1994. Although neither side was preparing for a June 7, 1994 delivery, one of Plaintiff's agent testified that he was waiting at the bridge that the containment system was fabricated for, for six to eight hours on June 7, 1994. However, the agent never called the Defendant after the system was not delivered. On June 8, 1994, the Plaintiff cancelled their order and demanded a refund of their deposit. On June 8th or 9th the Plaintiff's agent obtained an alternate containment system from KTA Environmental ("KTA") for $21,200. This action was initiated on June 28, 1994 and the Plaintiff sought return of their $134,762.50 deposit and $21,200.00 for the cost of the new containment system. The Defendant argued that time was not of the essence in the parties' contract and they had a reasonable time to deliver the system. The Defendant also had to sell the system it had designed for the Plaintiff for $135,000.00 on the open market. The Defendant during trial claimed lost profits of $34,141.92 due to the Plaintiff's alleged breach.