Corenswet, Inc. v. Amana Refrigeration, Inc.
United States Court of Appeals, Fifth Circuit
594 F.2d 129 (1979)
Relevant factsFree
Corenswet (plaintiff) and Amana (defendant) had a profitable seven-year distributorship relationship governed by an agreement letting either party terminate 'at any time for any reason' with ten days' notice; after beginning secret negotiations with another distributor, Amana terminated Corenswet without stating any reason, relying on the express clause, and Corenswet sued claiming the termination was wrongful because arbitrary. The district court found the termination arbitrary and issued a preliminary injunction against it.
IssueFree
Whether, under the UCC, the express terms of the contract are controlling when interpreting the meaning of the contract.