U.S. Merchants Financial Group (Merchants) (defendant) ordered large amounts of raw plastics from Rocheux International of New Jersey (Rocheux) (plaintiff), a plastics distributor, in 2005 and 2006. Although Rocheux delivered most of the plastics ordered, Merchants failed to pay for the goods delivered in 2006. Additionally, Merchants directed Rocheux to deliver some of the plastics to a warehouse, which Merchants also failed to pay for. On September 6, 2006, Merchants’ president sent an email to Rochuex’s president claiming that the delivered goods substantially failed to conform with the contract descriptions. Rocheux’s president asked Merchants to provide full details of how the products were defective. After receiving no response, Rocheux’s president sent an email to Merchants’ president requesting payment for the goods delivered as well as the warehouse payment. Rocheux indicated that if payment was not made on the delinquent amounts it would sell the goods at the warehouse and seek any resulting deficiency from Merchants. Rocheux eventually sold the warehouse plastics to third parties which resulted in a deficiency of nearly $400,000. Rocheux brought suit against Merchants for breach of contract and other claims and sought to recover the amounts owed. Merchants filed a counter suit. Both parties filed motions for summary judgment. The district court heard the parties’ motions.