affirming judgment for plaintiff in breach of contract case; parties presented conflicting evidence as to who had breached the contract, but the evidence favorable to the trial court’s judgment was sufficient to sustain the findings and conclusions
How later courts described this case
- affirming judgment for plaintiff in breach of contract case; parties presented conflicting evidence as to who had breached the contract, but the evidence favorable to the trial court’s judgment was sufficient to sustain the findings and conclusions
- "A promisor is not required to compensate the injured party for injuries which, when the contract was made, the promisor had no reason to believe would be a probable result of the breach."
- noting that the evidence presented was "wholly conjectural”
- “In construing a contract, we must adopt the construction which appears to be in accord with justice, common sense and the probable intention of the parties in light of honest and fair dealing. [Emphasis added, citation omitted.]”
Written by the judges who cited it.
The opinion
*620 RATLIFF, Chief Judge,
concurring.
I agree that it was proper to decide this case on the basis of Indiana law, but I arrive at this conclusion by a different route than that traveled by the majority. Contract provisions specifying that the contract shall be governed by the law of a particular jurisdiction are not without limitation. Generally, for such provisions to be given effect, the state whose law is specified as controlling must have some direct, real, substantial, or significant relationship with the subject of the contract. 16 Am. Jur.2d, Conflict of Laws § 78. The parties may not arbitrarily select the law of a state which has no substantial relationship to the contract. Id. Applying this standard, Indiana law clearly controls. Both Terre Haute Industries and Indiana and Michigan Electric are Indiana corporations. I and M has its principal office in Fort Wayne, Indiana, and serves customers in Indiana and Michigan. THI had a facility in Terre Haute and also had offices in Michigan. The contract in question was to be fully performed at I and M's facility in Indiana. No work was to be done or performed in New York. The contract was executed on behalf of THI by its chief executive officer in Chicago. Thus, this case involves a contract between two Indiana corporations for work to be performed entirely within Indiana. New York had no real or significant relationship with the contract or the subject of the contract. The contract provision specifying the law of New York as controlling is not entitled to be given effect. The case was properly decided on the basis of Indiana law.
Also, I take exception to the language used by the majority on page 616 of the slip opinion wherein it is stated that I and M "had the right to terminate the contract for whatever reason, without incurring punitive damages." (Emphasis added). This is tantamount to saying a party has a right to break a contract. No party has a right to break a contract, rather, only the power to break the contract exists, subject to whatever legal consequences may attend that action.
In the discussion of Issue VI: Discovery, under (b) Critical Path Model, at pages 618-619 of the slip opinion, the majority confuses "work product" with "material prepared in anticipation of litigation." They are not the same. American Buildings Company v. Kokomo Grain Company, Inc. (1987), Ind.App., 506 N.E.2d 56 , Judge Sullivan's opinion in American Buildings contains an excellent discussion of these two different concepts. The materials involved in this case were materials prepared in anticipation of litigation, not work-product. Although the majority uses the term "work product," as well as "materials prepared in anticipation of litigation," it is clear the opinion is based upon an application of the discovery rules pertaining to the latter concept that such rules were applied properly. I concur in the majority's resolution of this issue.
In all other respects, I concur in the majority opinion.