Sul is in the manufacturing business for steel reinforcement beams, which are used in residential construction. He supplies a number of developers in the GTHA, and signed a 5-year deal with SmartHomes Inc. in 2019. The price of these beams were indexed to the market price of steel at the time of purchase order, and included a minimum order per year to meet the contractual obligations.

Due to the rising cost of steel over the pandemic, SmartHomes Inc. finds this contract with Sul to be cost-prohibitive. Although the contract has a liquidated damages clause for $2 million in light of any material breach, they estimate that if they terminate the contract in 2021 they will save over $4 million by 2024, making this an "efficient breach" for SmartHomes Inc.

Sul refuses to break this contract in the middle of the term, and points out that he has supplier orders that are contingent on expected manufacturing demands. Any breach in the contract would result in Sul losing $1.8 million in fees related to other parties, on top of the revenue he is forgoing.

Can SmartHomes Inc. make a business decision about the contract in this way? Would Sul be successful in attempting to stop them?