## Facts

- Terry James Cole (Canada) and Warren Melvin (South Dakota) executed a written contract in May 1974 for Cole’s purchase of 16 Blonde d’Aquitaine heifers from Melvin for $49,000.
- The contract stated Melvin guaranteed health papers and that all heifers would be fertile for breeding.
- The contract also provided Melvin would repurchase the “same heifers” at $4,000 each if they were “guaranteed safe in calf” to purebred Blonde d’Aquitaine bulls, with delivery to the closest U.S. port of entry by October 1, 1974.
- The contract stated that if Cole sold the heifers before July 31, 1974, the repurchase arrangement would be dissolved.
- Cole bred the heifers in Canada; 11 of the 16 were shown by the evidence to be “safe in calf.”
- Cole attempted to arrange delivery and Melvin’s repurchase of the pregnant heifers, but Melvin refused to cooperate and declined to accept them.
- Melvin asserted he had no repurchase duty unless all 16 heifers were pregnant and tendered together and/or unless Cole provided proof of pregnancy (e.g., veterinary certificates).
- Cole sold the heifers elsewhere and sued for breach of contract in January 1975, seeking damages for the failed repurchase.
- At trial, local market-price evidence at the relevant time and place was limited; the court received testimony of comparable prices in other markets.

## Issues

1. Whether the repurchase clause required Melvin to repurchase each heifer that was “safe in calf,” even if fewer than 16, or required repurchase only if all 16 were “safe in calf.”
2. Whether the contract imposed a condition precedent requiring Cole to provide proof of pregnancy before Melvin’s duty to repurchase arose.
3. Whether Cole made a sufficient tender of conforming heifers and whether Melvin’s refusal constituted a breach.
4. How damages should be measured when direct evidence of local market price is inadequate.

## Decision

- The court held Melvin’s repurchase obligation applied per heifer: Melvin was required to accept and pay for each heifer that was “safe in calf,” even though fewer than 16 qualified.
- The court held the contract did not require Cole to provide proof of pregnancy as a condition precedent to Melvin’s repurchase duty.
- The court found Cole made a legally sufficient tender of 11 conforming heifers and Melvin’s refusal to accept and cooperate was a breach of contract.
- The court awarded damages based on the difference between the contract repurchase price and market value, allowing evidence from other comparable markets because local market-price proof was lacking.

## Legal Principles

- Contract interpretation begins with the written text; unit-price language (e.g., “$4,000 each”) supports a per-item obligation rather than an all-or-nothing condition absent clear contrary language.
- Courts generally will not imply a condition precedent (such as a documentation requirement) into a contract without express language indicating the parties intended it.
- A party’s refusal to cooperate with arrangements for performance may constitute breach and may excuse minor timing or logistical difficulties attributable to the refusal.
- When market price at the time and place of tender cannot be reliably shown, the factfinder may consider prices from reasonably comparable markets to estimate market value for damages.

## Conclusion

The court enforced the repurchase agreement as a per-heifer commitment for those heifers proven “safe in calf,” rejected an unstated proof-of-pregnancy condition, found Melvin breached by refusing to accept the 11 conforming heifers, and calculated damages using comparable-market price evidence where local pricing data were unavailable.


Cole v. Melvin, 441 F. Supp. 193 (D.S.D. 1977)