The furniture is part of the sale because Standard Storage Company had an oral contract with Tri-County Investment Corporation and no actions, not even a written contract can supersede it. Standard Storage Company and Tri-County Investment entered into a legal contract when Standard Storage Company told Tri-County Investment that the sale of the warehouse included the furniture. There was an implied understanding by Tri-County Investment that when it entered into a verbal contract for the purchase of a warehouse, common sense would dictate that the furniture was part of the sale. Additionally, the boilerplate clause (“This document supersedes all oral promises relating to the sale”) as determined in MHW and Bacardi U.S.A. v. Gallo Wine Distributors does not mean that either oral modifications or one of the parties conduct cannot amend the written contract (
If the contract is already executed, which is unclear in the question then the furniture is definitely part of the sales as has been already proven. However, the question does not indicate whether or not this is a completed transaction. The entire scenario does not appear to have any consideration. For example, there is no evidence that Tri-County Investment accepted the offer or if Tri-County Investment offered to purchase the warehouse from Standard Storage Company. Depending on who offered what to whom, the issue of who retains rights to the furniture could vary. For instance, if Standard Storage Company never verbally stated that the furniture was part of the sale, and the contract with Tri-County Investment does not mention the furniture then the furniture would not be part of the sale.

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The court is likely to rule that Grapes & Vines Winery was the party that was in breach of contract. Ellen contracted to buy six cases of vintage wine from Grapes & Vines Winery in the amount of $1200. Ellen was relying on Grapes & Vines Winery to provide her with the wine for her daughter’s wedding. Regardless of the reason, Grapes &Vines Winery had a contractual obligation to deliver the wine to Ellen’s residence “on or before May 1.” Grapes & Vines Winery agreed to this, and entered into a contract with Ellen. There was due consideration between the two parties ( Ellen paid $1200 for the wine with the stipulation that Grapes & Vines Winery delivered in on or before a certain deadline; in this case the deadline was May 1st. Ellen counted on the wine to be delivered before her daughter’s wedding reception.

Unforeseen circumstances in business happen, yet what amplifies this case is the fact the Grapes & Vines Winery did not even call Ellen to inform her about the accident with the van. More than likely, the van was carrying Ellen’s wine for her daughter’s wedding reception when the van was in an accident. That means that not only was the van damaged, but the vine inside the van whose destination was for the daughter’s wedding reception was also damaged.

It is quite likely that the reason that Grapes & Vines Winery is suing for breach of contract is because all of Ellen’s wine was destroyed when the van was involved in an accident. The Grapes & Vines Winery incurred the loss of the wine, and Ellen never received the wine she had ordered. Both parties lost something in this incident. It is unclear which party lost more because of the failure of Ellen’s wine to be delivered.

Ellen’s refusal to tender payment to Grapes & Vines Winery is a valid and lawful reaction to the fact that she did not receive the goods that she expected. The accident with the Grapes & Vines Winery van did not change Ellen’s need for the wine she ordered for her daughter’s wedding reception. Ellen will not be held liable for breach of contract.