Kelsey-Hayes Co. v. Galtaco Redlaw Castings Corp.

Galtaco (defendant) agreed in 1987 to sell castings to Kelsey-Hayes (plaintiff) at set prices for brake assemblies; in 1989, Galtaco demanded a 30 percent price increase from all customers, threatening to halt production if not accepted. Kelsey-Hayes contacted six other manufacturers but found no alternative supplier, and — fearing that a production halt would force Ford (for whom Kelsey-Hayes was the sole brake-assembly supplier) to also halt production, damaging Kelsey-Hayes's business reputation and exposing it to large damages — entered the 1989 agreement at the higher price without expressly reserving a claim for breach of the 1987 agreement, though it did protest the price increase. When Galtaco demanded another 30 percent increase and Kelsey-Hayes refused to pay the increased amount on certain shipments, Kelsey-Hayes sued for breach of the 1987 agreement; Galtaco moved for summary judgment, arguing the 1989 agreement superseded any 1987 breach claim.