Confirm favorite deletion?
Contracts Keyed to Dawson
Hemlock Semiconductor Operations, LLC v. SolarWorld Industries Sachsen GmbH
Citation:867 F.3d 692.
Hemlock agreed to sell Sachsen polysilicon for a fixed price between 2006 and 2019. The parties memorialized their agreement in a series of long-term supply agreements (LTAs). The LTAs contained a “take-or-pay” provision that required Sachsen to purchase a certain quantity of polysilicon each year and to pay Hemlock a fixed amount (even if it declined to take any product). The LTAs also included a liquidated damages provision that allowed Hemlock to terminate the contract if Sachsen failed to pay and demand the full remaining balance of the LTA price (including for future years). In 2009, China began “illegally” subsidizing national production of polysilicon and flooded the market. Eventually the market price of polysilicon dropped below the fixed LTA price. In 2011, Hemlock and Sachsen negotiated a one-year temporary adjustment to the LTA price. However, the parties were unable to reach an agreement for 2012. In March 2013, Hemlock sent a Sachsen a “Shortfall Notice” for its 2012 polysilicon purchases and demanded payment pursuant to the LTAs’ “take-or-pay” provision. Sachsen refused and asserted that it had no such obligation because the parties had permanently amended the LTAs.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:Identifies the topic of law and where this case fits within your course outline.
Parties:Identifies the cast of characters involved in the case.
Procedural Posture & History:Shares the case history with how lower courts have ruled on the matter.
Case Key Terms, Acts, Doctrines, etc.:A case specific Legal Term Dictionary.
Case Doctrines, Acts, Statutes, Amendments and Treatises:Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:A Synopsis of the Facts of the case.
Rule of Law:Identifies the Legal Principle the Court used in deciding the case.
Facts:What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.
Issue(s):Lists the Questions of Law that are raised by the Facts of the case.
Holding:Shares the Court's answer to the legal questions raised in the issue.
Concurring / Dissenting Opinions:Includes valuable concurring or dissenting opinions and their key points.
Reasoning and Analysis:Identifies the chain of argument(s) which led the judges to rule as they did.