Metro-North Commuter Railway Company (Metro-North) (defendant) awarded a contract to Sinco, Inc. (Sinco) (plaintiff) for the manufacture of a fall-protection system at Grand Central Terminal. The system was designed to be a safety mechanism for Metro-North employees who performed work in elevated areas. Sinco’s system incorporated metal sleeves called Sayflinks that connected a worker’s harness to a network of cables. The contract stressed the need for reliability and also gave Sinco an opportunity to cure any breaches within seven days of a notice of default provided by Metro-North. After the system was installed, a Sayflink sleeve crumbled upon inspection by a Metro-North worker. Numerous Sayflinks had similar defects. Thereafter, Metro-North provided Sinco with a notice of default. Two days later, Sinco delivered two types of replacement Sayflink sleeves, some that were only staked and some that were staked and reinforced with welded metal. Sinco also included a videotape of a single stress test performed on one type of Sayflink. Metro-North rejected the replacements as a cure for the defects. At subsequent meetings, Sinco suggested other cures, including offers to pay for an independent firm to evaluate the Sayflinks’ reliability, to perform further tests, and to provide sleeves made by another company. Metro-North rejected Sinco’s suggestions and sent Sinco another notice of default, stating that the contract would be terminated. Following termination, Sinco brought suit against Metro-North for breach of contract. Metro-North counterclaimed. Both parties moved for summary judgment.