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

Facts

Emanuel (P) and Multi-State (D) entered into a contract for P to provide D with materials for his customers. P was required to supply at least 950 copies of each of two volumes of capsule summaries in nine subjects tested on the California Bar Exam for three years. D agreed to pay $30,000 per year as well as printing and delivery costs. Except for Con law and Criminal Procedure, P was required to take the capsule summaries it had published in its law outlines and cosmetically change them as required by D. P was to prepare, edit, and revise a text outline from the review portion of Emanuel Audio Tapes. The Criminal Procedure Supplement was to be created from scratch by P. P agreed to produce two volumes as a Criminal Procedure Supplement. The volumes were to be delivered by October 10, 1992, and the supplement was to be delivered by May 1, 1993. The two volumes were delivered on time. In February 1993, P underwent quadruple bypass surgery and fell behind on his work on the supplement. P contends that an oral agreement was reached to move back the delivery time for the supplement. P claims D said that it would be ok to move the date back to early June. D contends that he never agreed to any modifications. The court finds that there was insufficient evidence to establish any change in the deadline. P failed to produce any written confirmation of any waiver. Considering the experiences and backgrounds of these parties, it is likely that if such a change in terms of the contract had been made a confirmatory letter would have been sent. P relied on the letter of the contract from its written demand for payment very soon after the December deadline. P did not treat the change in terms of the agreement casually. Considering the practices of P, the extensive legal experiences of the parties and the absence of any written confirmation, the weight of the evidence is in favor of D. We turn to the factual disputes regarding D’s two letters regarding the May 1 deadline. D notified P on April 27^th that a failure to meet the May 1 deadline would be a material breach. The second letter sent on May 7^th and canceled the obligations. P contends he never received either letter. The contract clearly required receipt of notice by the breaching party. The letters were sent by ordinary mail rather than by a method that provides receipt of notice. Receipt of notice was a critical factor under the contract. If the letters had been received, common sense dictates that there would have been some response from P. The evidence is insufficient to find that P ever received the letters. A third dispute centers on the materiality of the materials to D. D contends they were essential to his purposes and P contends they were merely supplemental to improve the overall content of the D program and not essential. D had been conducting reviews for over 17 years without P’s materials. P’s position must be credited. It is difficult to imagine that a lecturer of D’s experience would need to rely on an outline prepared by another company. The supplement did arrive on June 3^rd. D received the materials on June 10^th. D contends the late delivery caused substantial damage to its reputation. D has produced no documentary evidence to support that contention. D sent a fax in response to P’s letter for instructions under the second year, canceling the contract because of the problems in the first year with late delivery. D contends it is excused from all performance. 

Issues

Rule of Law

Holding and Decision

Legal Analysis

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