Donna owns a macaron store and makes all her macarons in-house. Business is particularly heavy during the
Question:
Donna owns a macaron store and makes all her macarons in-house. Business is particularly heavy during the "wedding season" of June and July. Donna signed a contract with Sweet-Ums Inc. to buy 2,000 pounds of specialty toasted-vanilla sugar and 3,000 pasteurized egg whites to be delivered on or before May 29. Donna has made clear to Sweet-Ums that "this particular order is to be used for the wedding season business." Because of production problems, the sugar was not tendered to Donna until Saturday, June 5. Donna is furious and refuses to take delivery. She was unable to purchase the quantity of sugar she needed to meet some of her wedding orders and had to turn down numerous regular customers, some of whom have indicated that they will purchase macarons elsewhere in the future. What sugar Donna was able to purchase locally (1,500 pounds) cost her 43 cents more per pound and required her to pay $200 in expedited shipping fees. Assume Sweet-Ums entered into a valid contract with Donna and breached it.
Using the facts provided in this hypothetical, discuss how both Donna and Sweet-Ums could have used the various contractual-damage provisions (e.g., a liquidated damage clause, an exculpatory clause, or other clauses) to control, limit, make certain, or eliminate the damages Donna suffered due to the breach or those Sweet-Ums might owe her. Tie the damage clause to the facts in the hypothetical scenario. Use the IRAC method to answer these questions.