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Keywords

contractcorporationregulationunjust enrichment
contractplaintiffdefendantcorporationregulationunjust enrichment

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Amtorg Trading Corp. v. Miehle Printing Press & Mfg. Co., 206 F.2d 103

Facts

On August 1, 1947, Amtorg Trading Corporation entered into a contract to purchase 30 printing presses from Miehle Printing Press & Manufacturing Company for a total price of $352,035.90, with a down payment of $88,008.97. Due to new export regulations effective March 1, 1948, which barred the export of the presses to Russia without a license, the delivery of the remaining presses was never made. After the contract was frustrated, Miehle sold the presses to the U.S. Bureau of Engraving and Printing for a profit. Amtorg sought the return of its down payment, leading to this legal dispute.

On August 1, 1947, plaintiff, Amtorg Trading Corporation, the Soviet purchasing agency in New York, entered into a written contract with defendant's predecessor in interest for the purchase of 30 printing presses, f.o.b. Milwaukee, for the avowed purpose of exporting them to Russia.

Issue

Whether Amtorg Trading Corporation is entitled to recover its down payment and any additional profits from Miehle Printing Press & Manufacturing Company after the contract was frustrated by export regulations.

Whether Amtorg Trading Corporation is entitled to recover its down payment and any additional profits from Miehle Printing Press & Manufacturing Company after the contract was frustrated by export regulations.

Rule

A contracting party in default may recover the amount of actual benefit conferred on the opposing party, but not any additional profits realized from a subsequent sale.

A contracting party in default may recover the amount of actual benefit conferred on the opposing party, but not any additional profits realized from a subsequent sale.

Analysis

The court analyzed the situation under the principles of unjust enrichment and contract law, determining that while Amtorg was not entitled to additional profits from Miehle's resale of the presses, it was entitled to the return of its down payment. The court recognized the frustration of the contract due to federal export regulations and concluded that the retention of the down payment by Miehle would constitute an unjust enrichment.

The court analyzed the situation under the principles of unjust enrichment and contract law, determining that while Amtorg was not entitled to additional profits from Miehle's resale of the presses, it was entitled to the return of its down payment.

Conclusion

The court reversed the lower court's decision, holding that Amtorg was entitled to the return of its down payment, but not to the additional profit realized by Miehle from the resale of the presses.

Reversed and remanded.

Who won?

Amtorg Trading Corporation prevailed in part, as the court ruled it was entitled to the return of its down payment due to the frustration of the contract, but it did not prevail in its claim for additional profits.

Amtorg Trading Corporation prevailed in part, as the court ruled it was entitled to the return of its down payment due to the frustration of the contract.

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