No, Manley-Regan cannot use its supplier's failure as an excuse. When Manley-Regan made the promise to sell the chemical, everyone knew there was a major shortage and getting it was risky. Because this problem was predictable (or 'foreseeable'), Manley-Regan took on the business risk that its supplier might fail. If they wanted to protect themselves, they should have put a special 'escape clause' in the contract. Since they didn't, they broke their promise and have to pay Rockland the extra money Rockland spent to buy the chemical elsewhere.

Yes, Manley-Regan broke their promise, and no, they can't use the excuse that their supplier let them down. This is because Manley-Regan should have known there might be problems getting the chemical, since everyone knew it was hard to find at the time. It's like if you promise to bring ice cream to a party on a hot day - you should know the ice cream might melt, so you can't use that as an excuse if you show up empty-handed. The judge says Rockland did the right thing by quickly finding other places to buy the chemical, even though it cost more. So, Manley-Regan has to pay Rockland back for the extra money they spent. The judge figured out that Manley-Regan owes Rockland $56,945.08. However, the judge said Rockland can't get extra money for interest or for paying their lawyers.

No, the defense of commercial impracticability under UCC § 2-615 does not excuse the seller's non-performance because the failure of its sole source of supply was a foreseeable contingency. The court adopted a three-part test for the sole source defense, requiring that (1) the source was mutually contemplated as the sole source, (2) the failure was not foreseeable, and (3) the seller used all due measures to ensure the source did not fail. While GFI was the agreed-upon sole source, the failure was foreseeable. Foreseeability is the key factor, as UCC § 2-615's official comment 8 states the defense does not apply when the contingency is 'sufficiently foreshadowed' to be considered a business risk assumed by the seller. Here, both parties were aware of the severe crisis in the antimony oxide market, the difficulty in obtaining supply, and the rising prices. By entering into a firm contract without an exculpatory clause under these known volatile conditions, Manley-Regan tacitly assumed the risk that its supplier might fail. Therefore, Manley-Regan is liable for breach of contract and must pay cover damages.

Yes, Manley-Regan breached the contract, and no, it is not excused from performance due to commercial impracticability. The failure of Manley-Regan's sole source was foreseeable given the crisis in the antimony oxide market, and thus Manley-Regan assumed the risk of non-delivery. The court applies the test for failure of a sole source as outlined by White & Summers, which requires that (1) the source of supply must have been mutually contemplated by the parties as the sole source of supply, (2) the failure must not have been foreseeable at the time of contracting, and (3) the party seeking to be excused must have employed 'all due measures' to ensure that the source did not fail. While the first requirement was met, the second was not, as both parties were aware of the volatility in the antimony oxide market. The court finds that Rockland acted reasonably in its cover purchases and grants damages accordingly, calculated as the difference between the cost of cover ($262,145.08) and the Manley-Regan contract price ($205,200.00), totaling $56,945.08. The court denies Rockland's claims for prejudgment interest and attorneys' fees.

Rockland Industries, Inc. v. E+ E (US) INC.

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