This section contains the nature of the case and procedural background.

P worked as a subcontractor for D. A disagreement was resolved in 1993 by a contract promising P at least $ 15 million in business over the next five years, plus status as 'a most preferred vendor' for other work. In 1994, a downturn in business resulted in $350 million in losses in 1994 for D. D decided to spin off its rail operations. In 1995, D divested its transit division to American Passenger Rail Car Company, LLC (Amerail), which was formed and funded by firms that had issued surety bonds for D's transit contracts. D delegated to Amerail the obligation to P. P did not consent. Amerail hired P for some work, but not as much as the contract required. Near the end of the five-year term, P sued D and Amerail. A default judgment was entered against Amerail. On cross-motions for summary judgment, the district court ruled that D is liable to P for failing to meet the award-value requirements of para.3 in the contract, but is not liable for breach of the most-preferred-vendor undertaking in para.4. P got the judgment for $863,000, and both sides appealed.

The legal issues presented in this case will be displayed here.

The court's holding and decision will be displayed here.

Legal analysis from Dean's Law Dictionary will be displayed here.