Brookside Farms v. Mama Rizzo's, Inc.

Brookside Farms (Brookside) (plaintiff) had a requirements contract to supply fresh basil to Mama Rizzo's, Inc. (MRI) (defendant) at seasonally set prices. After the contract began, MRI orally requested Brookside remove the basil stems and agreed to pay an extra $0.50 per pound, promising to note the change on its copy of the contract (which barred oral modifications) — but never actually sent that notation to Brookside. Twelve purchase orders were filled at the new price, followed by two more oral price modifications covering 15 and then 67 more purchase orders, all filled and paid for. A final 21 purchase orders, totaling 3,041 pounds of basil, were filled and invoiced at the latest price, but MRI's payment check bounced for insufficient funds. Brookside sued for payment and moved for partial summary judgment; MRI cross-moved, claiming breach and seeking to recover any amounts paid above the original contract prices.