Appeals from the United States District Court for the Central District of Illinois, Danville Division, No. 82 C 2043, Harold A. Baker, Chief Judge.
Wood, Jr., Coffey, and Ripple, Circuit Judges.
Appellant, Illinois Foundation Seeds, Inc. (IFSI), appeals from a judgment entered against it, and in favor of SNACI, on a breach of contract claim in the district court. SNACI cross-appeals from the district court's dismissal of its claims for tortious inducement to breach a contract and conspiracy to breach a contract. We affirm the judgment of the district court on both claims.
SNACI is an Italian corporation that maintains its principal place of business in Bologna, Italy. It is in the business of importing strains of hybrid corn seed into Italy and reselling it. IFSI is an Illinois Corporation. Its principal place of business is near Champaign, Illinois. It develops and grows hybrid corn seed for sale in the United States and abroad. Agreed Pretrial Statement para. 1, at 1; Appellant's App. at A32.
After experimenting with IFSI's varities of corn seed in the years 1973 and 1974, SNACI bought corn seed from IFSI from 1975 through 1979. During this time, as noted by the district court, the parties communicated by telex, mail and telephone. SNACI, s.r.l. v. Illinois Foundation Seeds, Inc., No. 82-2043, mem. op. at 2 (C.D. Ill. Mar. 21, 1986); R.78a at 2 [hereinafter Mem. op.]. Typically, according to the district court, the parties would discuss SNACI's needs for the coming year for each type of corn seed. After such discussions, IFSI would contract with growers to obtain the needed corn seed, and SNACI would then enter into resale agreements with its customers in Italy. Finally, noted the district court, at some point during the year, the details of the agreement were embodied in a document signed by both parties.
In 1980, the communications between the parties began with a March 5 telex from IFSI to SNACI requesting that SNACI indicate the quantities of the various types of corn seed it would need for 1980. SNACI responded with a cable specifying quantities of corn seed for each of five varieties of corn seed with both a firm requirement and an optional requirement as to each variety. The cable specified that the seed was to be graded, treated and bagged in ten kilogram units. On April 15, 1980, IFSI responded by setting forth the prices for the amounts required by SNACI. This cable provided that "contract will follow." Id. at 3.
On April 21, 1980, IFSI's manager, Mr. Cochran, prepared a "Hybrid Seed Corn Production and Purchase Agreement." This document named the parties, set forth the quantities (both firm and optional) and the prices as indicated by the earlier telexes between the parties. It further provided that the seed was to be graded, treated and bagged in ten kilogram units at the quoted prices. Moreover, this document provided for interest if payment were late. Finally, a provision was added protecting IFSI from responsibility in the event of "crop failure and/or any other contingencies beyond their control." Id. at 4 (quoting Plaintiff's Ex. 4). This document was mailed to SNACI. It was never returned to IFSI.
In early May 1980, Mr. Cochran and Mr. Ingersoll, IFSI's vice president, traveled to Italy to meet with Mr. Rani, SNACI's president, and Mr. Geminiani, a member of SNACI's board of directors, to "negotiate a settlement of a dispute between the parties which had arisen under their 1979 contract.... The corn seed had not had the germination rate required by the 1979 contract." Id. at 5. The parties eventually settled the dispute.
According to Mr. Geminiani, the 1980 contract was discussed during the May 1980 meetings. Mr. Ingersoll and Mr. Cochran both denied that "any such discussion took place," id., even though, on May 20, 1980, Mr. Cochran had written a letter to SNACI, summarizing the agreements that the parties had entered into during the meeting in Italy, which stated: "The following items discussed May 9, 1980, should enable shipment to be completed successfully during 1980-1981." Id. at 6 (quoting Plaintiff's Ex. 5). A list of five items pertaining to the shipping of corn seed to SNACI followed this statement.
In June 1980, Mr. Geminiani and Mr. Rani exchanged memoranda that discussed the dissolution of SNACI and the starting of two new companies, one which would sell corn seed and the other which would sell fertilizer. According to these memoranda, Mr. Rani would own 80 % of the new corn seed business and 20 % of the new fertilizer business, while Mr. ...