Family Snacks of North Carolina, Inc. v. Prepared Products Co.
United States Court of Appeals for the Eighth Circuit
295 F.3d 864 (2002)
Family Snacks of North Carolina (Family Snacks) (plaintiff) and Prepared Products Co. (Prepco) (defendant) signed a supply agreement in which Prepco agreed to buy $10 million worth of products over a year, with pricing set by a detailed cost-plus-15%-margin formula spelled out in an attached exhibit. The contract never specified which party had to act first — whether Prepco had to place an order before Family Snacks provided pricing, or vice versa. Prepco never ordered any products during the year, and Family Snacks sued for breach; Prepco argued Family Snacks had to supply pricing first before Prepco could determine what to order. The district court granted summary judgment to Family Snacks.
Whether a court will supply a reasonable missing term necessary to determine the parties' rights and duties when an agreement is otherwise sufficiently detailed to constitute a binding contract.