International Casings Group, Inc. v. Premium Standard Farms, Inc.

Premium Standard Farms, Inc. (PSF) (defendant) was a pork producer that sold hog casings. International Casings Group, Inc. (ICG) entered into two contracts to purchase hog casings from two of PSF’s facilities. Four years later, the two companies terminated these contracts. However, both companies continued to perform as they negotiated terms for two new contracts. These negotiations lasted for two years, occurring primarily through email messages that contained header information about the email’s source and frequently the author’s typed name. In June, the negotiators reached an agreement about the new contracts’ essential terms, which included a three-year duration and more than $500 in sales. The parties began operating under the new terms. However, for several months, the physical contracts sat with PSF’s president, awaiting signature. PSF then hired a new supervisor who did not like the new contracts’ terms. In November, well before the end of the three-year term, PSF ended its relationship with ICG. ICG sued PSF in federal court for breach of contract. ICG moved for a preliminary injunction to prevent PSF from selling the casings made at the two facilities to someone else while the case was pending. This motion required ICG to prove, in part, that ICG was likely to succeed on its breach-of-contract claims. The primary dispute was whether new binding contracts had been formed.