Hemlock Semiconductor Corporation and Hemlock Semiconductor, LLC (plaintiffs) supplied Kyocera Corporation (defendant) with polysilicon to make solar panels under take-or-pay contracts requiring Kyocera to buy at specified prices over 10 years. Kyocera could buy a specific quantity each year or decline, but still had to pay full price. The contracts contained no make-up provisions allowing carryovers for purchases the following years. Hemlock could also accelerate amounts due, meaning all remaining take-or-pay payments, if Kyocera defaulted. When the price of polysilicon tanked. Kyocera renegotiated a lower price temporarily, but eventually Hemlock said it would enforce the take-or-pay provisions. Hemlock sued for a declaration that Kyocera had repudiated. Kyocera countered that the “pay” and acceleration provisions were unlawful. The trial court dismissed Kyocera’s counterclaims, and Kyocera appealed.