Mid-American Salt LLC v. Morris County Cooperative Pric, 964 F.3d 218

Morris County Cooperative Pricing Council (a NJ joint purchasing system) solicited bids with member-provided estimates for 2016–17 rock-salt needs; Randolph Township was lead agency.
Mid-American Salt won the contract based on those estimates; bid package described the contract as “Open-Ended” and stated there is "no obligation to purchase that quantity during the contract period."
Relying on estimates, Mid-American imported ~115,000 tons, incurred ~$4.8M in purchase costs plus storage, tarp, finance, and logistics expenses.
During the season Council members purchased only ~5,565 tons (<5% of estimates); some members bought from competitors who later lowered prices.
Mid-American sued the Council and ~49 member municipalities for breach of contract, breach of implied covenant of good faith, and UCC bad-faith; the District Court dismissed for failure to plead a valid requirements contract and denied leave to amend to add promissory estoppel.
Third Circuit affirmed: held the contract illusory (no binding promise by members to purchase requirements) and denied amendment as procedurally improper and futile.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Council is a proper appellee on appeal	Mid-American says it intended to appeal Council dismissal too	Council: not listed in notice of appeal; no intent to appeal	Council is not a party to this appeal (notice did not designate it)
Whether a valid requirements contract existed under NJ law	Mid-American: estimates + contract language (promise to pay for "quantities required") created enforceable requirements contract	Defendants: contract disclaims obligation to purchase; language is open-ended and illusory	No valid requirements contract; contract was illusory because members made no binding promise to purchase
Whether leave to amend to add promissory estoppel should be allowed	Mid-American: should be permitted to amend to plead promissory estoppel	Defendants: motion was procedurally improper and amendment would be futile	Denial affirmed: reconsideration was improper vehicle and promissory estoppel would fail as a matter of law

G. Loewus & Co. v. Vischia, 65 A.2d 604 (N.J. 1949) (requirements contract unenforceable where buyer's promise is left to future election)
Polonski v. Trump Taj Mahal Assocs., 137 F.3d 139 (3d Cir. 1998) (standards for treating unspecified orders as part of an appeal)
Smith v. Barry, 502 U.S. 244 (1992) (notice of appeal construction: substance controls, but noncompliance can be fatal)
Sons of Thunder, Inc. v. Borden, Inc., 690 A.2d 575 (N.J. 1997) (New Jersey recognizes implied covenant of good faith and fair dealing)
Toll Bros., Inc. v. Bd. of Chosen Freeholders of the Cty. of Burlington, 944 A.2d 1 (N.J. 2008) (requirement that promise be clear and definite for certain equitable claims)
Sheet Metal Workers Int’l Ass’n Local Union No. 27 v. E.P. Donnelly, Inc., 737 F.3d 879 (3d Cir. 2013) (elements of breach of contract claim under NJ law)