Klein v. PepsiCo, Inc.

Eugene Klein (plaintiff), seeking to buy a used corporate jet, negotiated through broker Patrick Janas to purchase a G-II jet from PepsiCo, Inc. (Pepsico) (defendant) for $4.6 million, subject to a satisfactory factory inspection and a definitive contract; although some defects surfaced at inspection, most were cured and Pepsico agreed to fix the rest, but two days before closing, Pepsico's chairman pulled the jet from the market. After Pepsico refused to deliver, Klein sued, and the district court found a contract had formed and the inspection condition satisfied, but rather than awarding damages - which it found would make Klein whole - ordered specific performance under Virginia's UCC based on evidence it would be difficult and costly to find a similar jet, even though Klein himself testified he no longer wanted another G-II given rising prices and his plan to resell for profit; Pepsico appealed.