On February 11, 2009, plaintiff Levista, Inc. (plaintiff) filed against defendant Ranbaxy Pharmaceuticals, Inc. (defendant), pursuant to this Court’s diversity jurisdiction under 28 U.S.C. § 1332(a), asserting claims, inter alia, for breach of contract.
FACTS Plaintiff is a New York corporation with its principal place of business located at 190 East Main Street, Huntington, New York 11743. Defendant is a Florida corporation with its principal place of business located at 9431 Florida Mining Boulevard East, Jacksonville, Florida 32257. Plaintiff alleges that, on or about May 2008, defendant entered into an agreement with plaintiff to sell and deliver to plaintiff twenty-five thousand eight (25,008) bottles of Cephalexin 500 mg/500s (“Cephalexin”) at a price of nineteen dollars (\($19.00)\) per bottle, less a cash discount of two percent (2%). According to plaintiff, in June and July of 2008, defendant sold and delivered to plaintiff fourteen thousand six hundred eighteen (14,618) bottles of Cephalexin, for which plaintiff paid defendant nineteen dollars (\($19.00)\) per bottle, less the cash discount of two percent (2%). By letter dated December 8, 2008, plaintiff demanded that defendant ship and deliver the remaining ten thousand three hundred ninety (10,390) bottles of Cephalexin, but defendant failed to do so. Plaintiff alleges that instead defendant sold and delivered the Cephalexin to plaintiff’s competitors, among others, at a price greater than nineteen dollars (\($19.00)\) per bottle.
Plaintiff annexed to the complaint copies of purchase orders from plaintiff to defendant dated between May 21, 2008 and May 27, 2008, as well as copies of invoices defendant sent to plaintiff upon shipment of the Cephalexin dated July 15, 2008. Plaintiff also attached a copy of an e-mail from Tim Gustafson (“Gustafson”), defendant’s national account manager, to Haresh Sanjanwala, a principal of plaintiff, dated June 16, 2008, confirming the parties’ “deal, which consists of 25,000 units at \($19.00/bottle\) of Cephalexin * * * (before cash discount of 2%)” and that plaintiff’s total order “for the first part of the 25,000 bottles”
was for fourteen thousand four hundred eighteen (14,418) bottles of Cephalexin at a total cost of two hundred sixty-eight thousand four hundred sixty-three dollars and sixteen cents ($ 268,463.16), after the cash discount.
PROCEDURAL HISTORY On February 11, 2009,

 plaintiff commenced this action against defendant pursuant to this Court’s diversity jurisdiction under 28 U.S.C. § 1332(a), asserting claims for breach of contract (first cause of action); bad faith (second cause of action); and specific performance (third cause of action).
Plaintiff seeks damages [*4] in the amount of one million dollars (\($1,000,000.00);\) specific performance of the contract, i.e., sale and delivery of the remaining ten thousand three hundred ninety (10,390) bottles of Cephalexin to plaintiff at a price of nineteen dollars (\($19.00)\) per bottle, less the cash discount of two percent (2%); and costs and attorney’s fees. Defendant now moves pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure to dismiss the complaint for failure to state a claim.
DISCUSSION FEUERSTEIN,

 J. By purchase order number CEP/200/07102008/260, dated May 21, 2008, plaintiff ordered three thousand six hundred sixty-eight (3,668)
bottles of Cephalexin at a price of nineteen dollars (\($19.00)\) per bottle to be shipped to 7227 West Goshen Avenue, Visalia, CA 93291 by July 16, 2008. An invoice dated July 15, 2008, from defendant to plaintiff in the total amount of sixty-nine thousand six hundred ninety-two dollars (\($69,692.00)\) indicates that the Cephalexin was shipped by defendant to MWI Veterinary Supply, at 7227 West Goshen Avenue, Visalia, CA 93291 on July 14, 2008. The invoice indicated the following payment terms: “Advance Payment.” Since both parties fulfilled their obligations under this “contract,” plaintiff cannot base its breach of contract claim upon this purchase order.
Another purchase order from plaintiff to defendant dated May 21, 2008, indicates that plaintiff ordered five thousand one hundred forty-two (5,142) bottles of Cephalexin at a price of nineteen dollars (\($19.00)\) per bottle to be shipped to Phoenix Pharmaceutical, [*8] Inc., located at 1302 South 59th Street, St. Joseph, MO 64507 by July 16, 2008. An invoice dated July 15, 2008, from defendant to plaintiff in the total amount of ninety seven thousand six hundred ninety-eight dollars (\($97,698.00)\) indicates that defendant shipped the Cephalexin in accordance with that purchase order on July 14, 2008. The invoice indicates the following payment terms: “Advance Payment.” (Id.). A bill of lading number AV9928, dated July 15, 2008, confirms defendant’s shipment of goods to plaintiff, as consignee. Since both parties fulfilled their obligations under this “contract,” plaintiff cannot base its breach of contract claim upon this purchase order.
Plaintiff also submitted four (4) other purchase orders it allegedly sent to defendant … Plaintiff does not submit invoices from defendant, or bills of lading, corresponding to any of those purchase orders. However, it is undisputed that defendant delivered the fourteen thousand four hundred eighteen (14,418) bottles of Cephalexin ordered by plaintiff pursuant to P.O. 241, which encompasses P.O. 260 and 260A. Since both parties fulfilled their obligations under P.O. 241, plaintiff cannot base its breach of contract claim upon this purchase order.
The Issue in Question is Purchase Order 242.
Even assuming that plaintiff has alleged the existence of a contract, i.e., P.O. 242, and that defendant has failed to perform its obligations under that purchase order, i.e., to deliver the ten thousand three hundred ninety (10,390) bottles of Cephalexin ordered by plaintiff, plaintiff has not alleged the performance of its obligations under that contract, i.e., payment in advance of at least fifty percent (50%) of the total amount due under that purchase order.
The payment terms specifically included in P.O. 242 are fifty percent (50%) “upfront” and fifty percent (50%) “on the receipt of the goods.” In addition, P.O.
242 indicates that wire transfer of payment will be made “before release of the order. 2% cash discount will be deducted from the payment.” The parties’ past course of dealings also indicates that defendant demanded “Advance Payment” on its invoices. Although plaintiff alleges that it demanded delivery of the Cephalexin pursuant to P.O. 242, the complaint is devoid of any allegation that plaintiff tendered advance payment, or even fifty percent (50%) payment up front, prior to demanding shipment of the remaining bottles Cephalexin. Indeed, in its opposition papers, plaintiff does not allege advance payment of any portion of P.O. 242.
Rather, plaintiff only alleges that plaintiff paid for the goods previously delivered by defendant pursuant to P.O. 241 and was ready to perform its obligations under P.O. 242, not that it did so. Accordingly, the complaint fails to state a cause of action for breach of contract.
CRITICAL THINKING:
Ranbaxy knew that in its sales history with Levista, Levista always paid in advance and accepted conforming goods. In other words, Levista was a good customer. Is it merely a technicality that the court is relying upon to allow Ranbaxy to forgo shipment of an already agreed-upon order?
ETHICAL DECISION MAKING:
Consider that Levista alleges that Ranbaxy refuses to deliver the drugs to Levista because it can get a higher price on the open market than the contracted price with its alleged agreement with Levista. What are the ethical implications of such logic and of the court’s treatment of it?