Zeta is an independent contractor who manufactures widgets for use in U$.$S$.$ Department

of Defense applications. For many years Zeta has entered into contracts with Alpha who

is procurer and agent for the U$.$S$.$ Department of Defense in April of each year. In those

contracts it is routinely agreed that the U$.$S$.$ Department of Defense would not contract

with any other manufacturers of widgets within the State where Zeta operates its

business. The contracts have also routinely specified that the widgets would be ordered

by the U$.$S$.$ Department of Defense on an $$as needed$$ basis, and that delivery of the

widgets would be ensured by Zeta within $30$ days of the date of the order. This contract

was valid, never contested, of longstanding and was always fully performed by the

parties.

Delta is also a manufacturer of widgets and manufactures those widgets in the same State

where Zeta operates its manufacturing business. Delta was frustrated by the fact that Zeta

was routinely granted contracts by Alpha thus preventing Delta from being able to gain

such work.

In April of last year, Zeta entered into a contract with Alpha. Once again the contract

stated that the U$.$S$.$ Department of Defense would not contract with any other

manufactures of widgets in the State where Zeta operates. The contract also provided

again that the widgets were to be ordered on an $$as needed$$ basis and that Zeta would

ensure the delivery of the widgets within $30$ days of the order.

Frustrated, and in order to obtain orders from Alpha, in May of last year Delta addressed a

letter to Alpha which read in pertinent part, $$Delta has purchased Zeta. All further orders

for widgets should therefore be placed directly with Delta. All orders will be filled in

keeping with the current contract between Zeta and the U$.$S$.$ Department of Defense.$$

Having received the letter, Alpha began sending orders to Delta for widgets. Orders were

placed in May, June, July and August of last year. All orders were timely delivered by

Delta. Payments were made by Alpha on behalf of the U$.$S$.$ Department of Defense to

Delta for each order placed.

Having not received any orders from Alpha for $4$ months, Zeta contacted Alpha in

September of last year and learned of the foregoing. Since September, Alpha has once

again been placing orders for widgets with Zeta.

Discuss.