## Facts

- The Urbana and Champaign Sanitary District planned two federally funded wastewater-treatment facilities requiring sludge-dewatering belt filter presses.
- CRS Group Engineers, Inc., Clark Dietz Division (Dietz) served as engineer for the Sanitary District and drafted the belt-press specifications.
- Dietz’s specifications included both performance requirements (what the press had to do) and detailed component requirements (how it had to be built).
- In drafting the component requirements, Dietz used The Ralph B. Carter Company’s (Carter’s) belt press as the model and incorporated Carter-specific design features and dimensions.
- Waldinger Corporation (Waldinger), a mechanical contractor, sought quotations from multiple belt press manufacturers while preparing its bid for the mechanical work, including a quotation from Ashbrook‑Simon‑Hartley, Inc. (Ashbrook).
- Waldinger won the mechanical subcontract, and Ashbrook became the selected supplier under a contract calling for equipment meeting Dietz’s specifications.
- After work began, Ashbrook learned that Dietz’s specifications were effectively tailored to Carter equipment, and Ashbrook could not meet certain component details without redesigning its product in ways inconsistent with its normal design.
- Industry practice on public projects allowed reasonable deviations from detailed component requirements when the proposed equipment met the stated performance requirements.
- Federal funding rules also required the engineer to apply and interpret specifications in a way that allowed competition and avoided unnecessary restriction to a single manufacturer.
- Ashbrook showed that its proposed equipment, though differing in some component details, could meet Dietz’s performance requirements.
- Dietz initially indicated Ashbrook’s approach could be acceptable, but later rejected Ashbrook’s equipment and demanded literal satisfaction of the Carter-based component details.
- Because Dietz would not approve Ashbrook’s equipment, Ashbrook could not supply presses to Waldinger; Waldinger purchased Carter equipment instead.
- Waldinger sued Ashbrook for breach of contract. Waldinger also sued Dietz for intentional interference with the Ashbrook–Waldinger contract and, in the alternative, negligent preparation of specifications.
- After a bench trial, the district court found Dietz intentionally prepared exclusionary specifications and then, without justification, required literal compliance. The court also found Ashbrook did not bid knowing it could not satisfy the specifications as Dietz would later interpret them.
- The district court held Ashbrook’s performance was excused as impracticable and entered judgment against Dietz for intentional interference. Waldinger appealed the impracticability ruling, and Dietz appealed the interference judgment.

## Issues

1. Whether Ashbrook’s failure to deliver belt filter presses was excused as impracticable when Dietz drafted and enforced Carter-specific specifications and then withheld approval despite Ashbrook’s ability to meet the project’s performance requirements.
2. Whether Dietz was liable for intentional interference with the Ashbrook–Waldinger supply contract by intentionally drafting exclusionary specifications and insisting on literal compliance to block Ashbrook’s performance.

## Decision

- The Seventh Circuit affirmed the district court’s judgment.
- Ashbrook was excused from performance because Dietz’s exclusionary specifications and unjustified insistence on literal component compliance made Ashbrook’s performance impracticable.
- Waldinger could not recover breach-of-contract damages from Ashbrook because Ashbrook’s nonperformance was legally excused.
- Dietz was liable to Waldinger for intentional interference with contract based on Dietz’s intentional drafting and enforcement of restrictive, competitor-specific specifications that prevented Ashbrook from performing.

## Legal Principles

- A seller’s nonperformance may be excused for impracticability (including under UCC § 2‑615 principles) when performance becomes unattainable due to circumstances not caused by the seller and whose risk the seller did not assume at contracting.
- When a contract effectively requires third-party approval (such as an engineer’s approval on a construction project), an unjustified refusal of approval that makes delivery impossible can support an impracticability defense.
- Risk allocation matters: a supplier is less likely to bear the risk of nonapproval when it reasonably believed its product could meet the project’s functional requirements and did not know the specifier would treat competitor-specific details as mandatory.
- On federally funded public projects, specifications and their interpretation should permit competition and should not, without adequate justification, limit acceptable products to a single manufacturer.
- Intentional interference with contract may be established when a third party, with knowledge of the contract, intentionally uses its authority (including specification drafting and approval control) to prevent performance without justification, causing resulting harm.

## Conclusion

The Seventh Circuit upheld findings that Dietz intentionally drafted and enforced Carter-based specifications in a way that excluded other manufacturers and then withheld approval even though Ashbrook could meet the performance requirements. Because Ashbrook did not contract with knowledge that Dietz would treat Carter-specific component details as mandatory, Dietz’s conduct made Ashbrook’s performance impracticable and excused Ashbrook from breach liability to Waldinger; Dietz, however, remained liable for intentionally interfering with the Ashbrook–Waldinger contract.


Waldinger Corp. v. CRS Group Engineers, Inc., 755 F.2d 781 (1985)