## Facts

- Maple Farms, Inc., an experienced milk supplier, contracted on June 15, 1973, to provide milk to a New York public school district for the 1973–1974 school year at a fixed price ($0.0759 per half pint).
- Raw milk prices were regulated and historically fluctuated within a modest range; Maple Farms’ president had long experience bidding on such contracts and was familiar with price variability.
- After the contract was signed, the regulated raw milk price increased from $8.03 per cwt to $9.89 per cwt by December 1973 (about a 23% increase), attributed largely to increased feed costs linked to major grain exports and, to a lesser degree, poor crop yields.
- Maple Farms asserted that performance at the contract price would produce an estimated loss of $7,350.55.
- Maple Farms asked the district to release it from the contract or rebid; the district refused, citing the need for a reliable milk supply at a budgetable, agreed price.
- Maple Farms filed a declaratory judgment action and moved for summary judgment, invoking UCC § 2-615 and common-law impossibility and frustration doctrines, and also sought a declaration that the district could release it without violating N.Y. Const. art. VIII, § 1.

## Issues

1. Whether a 23% increase in the seller’s input costs excused performance of a fixed-price supply contract under UCC § 2-615, impossibility, or frustration principles.
2. Whether the school district had authority to unilaterally release the supplier from contractual obligations without violating N.Y. Const. art. VIII, § 1.

## Decision

- The court denied Maple Farms’ motion for summary judgment and granted summary judgment to the school district.
- The court held that the cost increase did not render performance commercially impracticable under UCC § 2-615 and did not constitute legal impossibility or frustration of purpose.
- The court declined to issue an advisory ruling on the district’s constitutional authority to release the supplier, because the district did not agree to release Maple Farms and the case could be resolved on contract-law grounds.

## Legal Principles

- Under UCC § 2-615, a seller is not excused from a fixed-price contract merely because performance becomes unprofitable due to increased costs; cost increases ordinarily fall within assumed business risk absent contrary agreement.
- Fixed-price contracts generally allocate the risk of market and cost fluctuations to the seller (and the benefit of favorable cost movements to the seller), while providing the buyer price certainty.
- Commercial impracticability requires more than an adverse change in market conditions; the contingency must make performance substantially different in character, not simply more expensive.
- Courts are less likely to grant excuse where the risk was foreseeable in the relevant trade and the party could have protected itself through contract terms such as escalation clauses.
- Courts avoid deciding constitutional questions in the absence of a concrete governmental action requiring resolution.

## Conclusion

The court enforced the fixed-price milk supply contract, holding that a significant but market-based increase in raw milk costs did not excuse performance under UCC § 2-615 or common-law excuse doctrines, and it declined to opine on the school district’s power to release the supplier because no release occurred.


Maple Farms, Inc. v. City Sch. Dist. of City of Elmira, 76 Misc. 2d 1080, 352 N.Y.S.2d 784 (Sup. Ct. 1974)