Case summary:

On September 18^th, 2008, a Turkish seller (Claimant) and American buyer (Respondent) went into contract for the sale/price of steel bars. The cargo was sold for roughly 2.1 million dollars, amounting to 810 dollars per metric ton. The contract required that the buyer open an irrevocable and confirmed letter of credit to be entered by September 19^th, 2008. The contract stated that in failure to do so, the buyer would be in breach of contract, however; the American buyer did submit an irrevocable and confirmed letter of credit on the agreed upon date. The letter of credit was issued by buyer's bank, BNP Paribas and confirmed by the seller's bank, Fortis Bank, A.S. Upon shipment of the goods, the seller's bank presented documents to BNP Paribas for payment but, the documents were rejected due to a few discrepancies. Such discrepancies should have been corrected by October 25^th, 2008 (expiry of the letter of credit) and were not because the seller claims they did not receive notice until October 27^th and that they did not have adequate time to make the small corrections before the expiration date.

Still, the goods made their way to Wilmington where the seller insisted the buyer receive the goods as contracted. The buyer would only agree to accept goods despite the discrepant documents if the goods were significantly discounted. The seller proposed a counteroffer but by the time the buyer could accept or deny, the offer had expired. Though the buyer managed to divert goods to another port and sell to another company, they filed suit against the seller for damages amounting in $891,000 due to a final sale price that was lower than initially contracted with the original buyer. The seller further alleges that the buyer had no right to withhold payment despite discrepant documents and that the buyer's motion for discount was proof of improper motives.

The buyer, however, argues that the seller breached their contract by failing to deliver documents in conformance with the contract nor did the seller ask for a waiver, by shipping goods of quality and quantity that were inconsistent with the contract, and by failing to effect proper discharge of the goods into bonded warehouse.

Facts:

a. The parties entered into a written contract of sale/purchase dated September 18, 2008 (the "Contract"), as amended September 22, 2008, for the sale/purchase of "Prime Newly Produced Deformed Reinforcing Steel Bars for Concrete Purposes" (the "Cargo"). The price of 810 USD per metric ton was quoted on the following basis: "CFR FO CQD Duty Paid Wilmington, Delaware, USA, according to Incoterms 2000." The goods were to be shipped from Turkey to Wilmington, Delaware.

b. The payment term of the contract specified payment by "irrevocable and confirmed documentary Letter of Credit," which was to be issued by September 19, 2008. The respondent issued the letter of credit as required by the contract. The letter of credit contained an expiry date of October 25, 2008.

c. The letter of credit was issued by respondent's bank, BNP Paribas, and was confirmed by claimant's bank, Fortis Bank, A.S.

d. On October 20, 2008, claimant's bank presented documents to BNP Paribas for payment in the above-described transaction. BNP Paribas rejected the documents, finding 5 discrepancies.

e. When claimant failed to present conforming documents by October 25, 2008, the letter of credit expired.

f. On November 4, 2008 claimant alleged that it was ready to discharge the goods in Wilmington. On November 5, 2008, respondent offered to accept the shipment despite the discrepant documents in exchange for a $300/mt discount. Claimant rejected this proposal and counter-offered a discount of $150/mt, but provided only one hour for the proposal to be accepted.

g. Claimant diverted the goods to another port and on November 8, 2008 claimant sold the goods and alleges damages of approximately $891,000 USD due to a final sale price that was lower than that initially contracted with respondent.

h. Claimant alleges that respondent had no right to withhold payment for the goods despite the discrepant documents. Claimant further alleges that respondent's request for a price discount is evidence of improper motives by respondent.

i. Respondent's position is that claimant breached the contract by a) failing to deliver documents in conformance with the contract, and b) by shipping goods of a quality and quantity which were inconsistent with the contract, and c) by failing to effect proper discharge of the goods into a bonded warehouse.

Question:

Make an argument here consisting of the strongest legal and business reasons that the Respondent (American buyer) should win this case.