3/ Diablo Food Trading International, Inc. ("DFT"), a Washington agricultural supplier, sold avocados to California Trading Co. ("California Trading"), a buyer and seller of produce. For each of their transactions, California Trading sent a purchase order setting out the terms, and DFT responded with a confirming e-mail. DFT then shipped the order, California Trading accepted it, and DFT followed up with an updated invoice. This post-chat invoice included a provision that the buyer would be liable for attorneys' fees if California Trading breached the contract.Ten transactions occurred without incident. However, during COVID California Trading ran into financial difficulties. California Trading informed DFT that California Trading would be unable to complete performance under the contract and did not pay for the next five shipments. DFT filed a suit in a federal district court against California Trading, seeking to recover the unpaid amount plus attorneys' fees.

California Trading admitted that it owed DFT the price for the avocados but contested liability for the attorneys' fees. California Trading comes to you asking what their next best steps are. Your inquiry will be into whether or not the attorney' fees impact the contract between DFT and your client, California Trading. In your response make sure to discuss contract formation, performance, remedies, and defenses.