Emanuel Law Outlines, Inc. v. Multi-State Legal Studies, Inc.

Emanuel Law Outlines, Inc. (Emanuel) (plaintiff) agreed to sell legal study materials to Multi-State Legal Studies, Inc. (Multi-State) (defendant) over a three-year period commencing September 1, 1992. In exchange for the materials, Multi-State promised to pay Emanuel a yearly fee plus shipping and printing costs. Cancellation of the parties’ installment contract was permitted only after a material breach that remained uncured 30 days after the breaching party received notice thereof. One of Emanuel’s deliverables in the first year was a criminal procedure supplement scheduled to be ready at Emanuel’s warehouse by May 1, 1993. A few months before the deadline, Emanuel’s writer/editor underwent heart surgery and fell behind in his work. Emanuel notified Multi-State prior to the surgery of a potential delay. The parties dispute whether Multi-State agreed to extend the deadline, which Emanuel subsequently missed. Multi-State alleged that it sent two letters notifying Emanuel of its breach, but Emanuel denied receiving such letters. The criminal procedure supplement was ready on June 3, 1993, and Multi-State had it shipped out via regular parcel delivery. In August 1993, Multi-State informed Emanuel that its failure to deliver the supplement on time was a material breach that excused Multi-State from further performance. Emanuel sued. The trial court heard the case without a jury and issued findings of fact and conclusion of law.