Apex LLC v. Sharing World, Inc.

Sharing World's (defendant) written contracts with Apex (plaintiff) called for unconditional purchases of cottonseed, but when cottonseed prices dropped and Sharing World's own downstream buyers stopped sending letters of credit, Sharing World refused nearly 15,000 tons and claimed an oral condition precedent — receipt of those third-party letters of credit — governed the deal; the trial court credited this oral condition and ruled for Sharing World.