Campbell Soup Co. v. Wentz

Campbell Soup Company (Campbell) (plaintiff) contracted with George B. Wentz and Harry T. Wentz (Wentz) (defendants) to purchase all of the Chantenay red-cored carrots that they grew on their farm during the 1947 growing season. The contract was a pre-printed contract drafted by Campbell; it provided, among other things, strict conformity guidelines for the carrots, determinable at Campbell's discretion, as well as liquidated damages in the event of a grower's breach. Further, the agreement provided that if Campbell's was excused from buying the carrots, the grower could not sell the carrots elsewhere in the market without Campbell's approval. In the agreement, Campbell agreed to purchase the carrots from Wentz at prices ranging from $23 to $30 per ton, depending on when the carrots were to be delivered. Campbell used Chantenay, a specialty carrot, in the majority of its soups because of its bright color and its texture, as well as to maintain a uniform appearance in its soups that contain diced carrots. Campbell furnished the seeds for Chantenay carrots to growers that it contracted with to grow the carrots. During the 1947 season, Chantenay carrots were extremely difficult to obtain, and prices climbed dramatically. Wentz refused to deliver the carrots to Campbell at the contract price and instead sold the carrots to a neighboring farmer, who resold the carrots at market price. Half of the carrots sold by the neighboring farmer were purchased by Campbell. Campbell stopped purchasing the carrots because it suspected it was purchasing the same carrots it had contracted to purchase from Wentz. Campbell brought an action for breach of contract against Wentz, seeking an injunction against further sale of the carrots to other purchasers and specific performance of the contract. The trial court found that the carrots were not unique goods and denied equitable relief. Campbell appealed.