Apex LLC v. Sharing World, Inc.
California Court of Appeal for the Fourth District, Division 3
206 Cal. App. 4th 999 (2012)
Apex LLC (Apex) (plaintiff) entered into 12 contracts to unconditionally sell over 19,000 tons of cottonseed to Sharing World, Inc. (Sharing World) (defendant) over the course of about 11 months. Sharing World intended to resell the cottonseed to third parties. Apex was aware that Sharing World would resell the cottonseed after receipt. Apex was also aware that Sharing World would not ship to a third party until the third party sent Sharing World a letter of credit. During the term of the contracts, the price of cottonseed dropped and the third parties stopped sending letters of credit to Sharing World. As a result, Sharing World refused to accept almost 15,000 tons of the cottonseed covered in the contracts. Apex brought suit against Sharing World. The trial court ruled in favor of Sharing World, finding that the contracts were subject to a verbal condition precedent—that Sharing World received letters of credit from the third parties. Apex appealed.
Rule of Law
Holding and Reasoning (Fybel, J.)
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