Brookside Farms v. Mama Rizzos’s, Inc

Facts

The Plaintiff, Brookside Farms (Plaintiff), entered into a requirements contract with the Defendant, Mama Rizzo’s Inc (Defendant). Under the terms of the contract, the Defendant agreed to buy a minimum amount of basil from the Plaintiff for a one-year period. The contract contained two price terms, depending on the season. The contract also contained a clause prohibiting oral modifications. After the contract was executed, the Defendant orally requested that the Plaintiff remove the stems from basil leaves. The Plaintiff agreed to this additional duty in exchange for an additional $.50 per pound. The Defendant promised he would make a note of this agreement on the original contract. Shortly after, the Defendant discontinued its order for basil leaves for approximately a two-month period. When the Defendant resumed its purchases, the parties agreed to a higher price per pound and two price modifications were made to the contract. The Plaintiff then issued 21-purchase orders and submitted payment for 8 such orders. Unfortunately, the check was denied for insufficient funds. The Plaintiff then sued the Defendant for breach of contract claiming that the Defendant refused to accept the minimum of basil it agreed to under the terms of the requirements contract and that it is liable for payment for the remaining purchase orders. The Defendant argues that the Plaintiff breached the contract by raising prices in violation of the clause prohibiting oral modifications.