Apex LLC v. Sharing World, Inc.

*1004 Opinion

Introduction

Between February 2008 and January 2009, Apex LLC (Apex), a commodities merchandiser, entered into 12 contracts to sell a total of about 19,000 tons of cottonseed to Sharing World, Inc., doing business as Felix & Sons, Inc. (collectively, Sharing World), a broker/trader in animal feed. Apex later sued Sharing World, alleging it failed to accept and pay for 14,625 tons of the cottonseed, which were to be delivered between October 2008 and August 2009. As damages, Apex sought the difference between the contract prices and the price at which Apex resold the cottonseed in August 2009.

After a bench trial, the trial court found there was no mutual assent due to lack of certain contract terms, the contracts were subject to an oral condition precedent that was not fulfilled, Apex did not resell the cottonseed in a commercially reasonable manner, and Apex could not recover damages because it did not present evidence of its cost basis in the cottonseed. Judgment was entered in favor of Sharing World.

Apex appeals from the judgment, and we reverse. 1 The trial court’s finding of lack of mutual assent is erroneous under the California Uniform Commercial Code,…