Chicago Prime Packers, Inc. (Chicago Prime) (plaintiff), a Colorado company, contracted to sell 1,350 boxes of pork ribs to Northam Food Trading Company (Northam) (defendant), a Canadian corporation. Chicago Prime bought the ribs from meat processor Brookfield Farms (Brookfield). Brookfield’s logs indicated that the ribs were kept at a proper temperature. Northam engaged Brown Brother’s Trucking Company (Brown) to pick up the ribs from Brookfield’s storage facility. Thereafter, Brown delivered the ribs to Beacon Premium Meats (Beacon), Northam’s customer. When processing the shipment, Beacon noticed issues with the ribs’ condition. A United States Department of Agriculture supervisor, Dr. John Maltby, examined the product and concluded that the ribs were spoiled and had arrived to Beacon in that condition. Northam told Chicago Prime about the assessment and refused to pay. Chicago Prime brought suit against Northam for payment. Northam contended that its obligations under the contract were excused because the ribs were already spoiled when Brown picked up the ribs from Brookfield. The district court found that the burden of proving nonconformity at the time of transfer was on Northam, and that Northam had failed to meet this burden because the evidence failed to show that the ribs inspected by Dr. Maltby were actually part of Chicago Prime’s sale to Northam. The district court found in Chicago Prime’s favor. Northam appealed.