Feld v. Henry S. Levy & Sons, Inc.

Court of Appeals of New York, 1975.

37 N.Y.2d 466, 373 N.Y.S.2d 102, 335 N.E.2d 320.

Dawson, pp. 308-310


Facts: The defendant and plaintiff made a renewable one-year contract for the defendant to sell all his bread crumbs to the plaintiff.  The defendant stopped making bread crumbs before the end of the term of the contract and the plaintiff sued.  Both sides moved for summary judgment, but both motions were denied.  Both sides appealed to the intermediate appellate court, and the trial court’s dismissal of the motions for summary judgment were affirmed.  Finally, both parties appealed to the Court of Appeals of New York.


Issue: May a promise be implied on the part of the seller to keep making bread crumbs for the entire length of the contract?


Rule: A contract by a seller to provide a good exclusively places an obligation on the seller to make their best effort to supply the good.


Analysis: The court finds that there is a promise implied in the contract for the defendant to try in good faith to keep crumblin’.  The question remains whether the defendant stopped crumb production in good faith.  The court finds that it is bad faith for the defendant to stop crumb production just because their profits aren’t as high as they expected, but it is good faith for the defendants to stop crumb production if they incurred losses from such production that were “more than trivial”.  The question of which is the case, the court says, is a matter for the factfinder.


Conclusion: The dismissal of the motions for summary judgment is upheld and the case will proceed to trial.


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