Superfos Investments Limited v. FirstMiss Fertilizer, Inc.

FirstMiss Fertilizer (FirstMiss) (defendant) contracted with Superfos Investments (Superfos) (plaintiff) to purchase a minimum of 80,000 tons of ammonia annually, which Superfos in turn sourced from Farmland Industries; the contract required FirstMiss to pay for the full minimum quantity even if it ordered less, while relieving Superfos of its own delivery obligation entirely if Farmland failed to supply enough ammonia. When FirstMiss ordered below the minimum, Superfos sued for the shortfall's purchase price, and FirstMiss moved for partial summary judgment, arguing the provision requiring full payment for undelivered ammonia was an unenforceable penalty.