Uploaded March 2025 | Updated September 2026, 2 weeks ago
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Bacou Dalloz USA v. Continental Polymers, Inc.
United States Court of Appeals for the First Circuit
344 F.3d 22 (2003)
In Bacou Dalloz USA versus Continental Polymers, we explore whether an agreement's price and quality terms were so indefinite that they rendered the agreement unenforceable.
Howard Leight Industries or HLI manufactured foam earplugs. The primary raw material in HLI's earplugs was polyurethane prepolymer.
In October of nineteen ninety seven, HLI's top executives formed a separate company to manufacture prepolymer.
This company later became Continental Polymers.
Bacou Dalloz, a top HLI customer, wanted to purchase HLI.
In January nineteen ninety eight, while negotiations for Bacou's purchase of HLI were ongoing, the parties executed a letter agreement. The letter agreement confirmed that Bacou would enter into a five year agreement to purchase its pre polymer requirements from Continental if the price and quality of Continental's pre polymer was equivalent to the price and quality of pre polymer that HLI then used and that was available from third party suppliers.
The parties executed the final asset purchase agreement in February.
This contract didn't incorporate the January agreement. Thereafter, Bacou and Continental couldn't agree to the supply agreement's terms. Ultimately, Bacousued Continental in Rhode Island state court and asked the court to declare that the January agreement didn't impose any obligations on Bacou. Continental removed the matter to federal district court and asserted several counterclaims.
Among other things, Continental argued that Bacou breached the January agreement and its duty of good faith and fear dealing under that agreement.
The district found that the January agreement was an unenforceable agreement to agree.
Alternatively, the court found that the January agreement was unenforceable because it lacked sufficiently definite price and quality terms. The court thought that Bacou's promises in the January agreement were illusory because Bacou could unilaterally control the raw material that HLI used at any time. Therefore, the court granted summary judgment in Baku's favor on Continental's counterclaims for breach of contract and breach of the duty of good faith and fair dealing.
Following a bench trial, the district court entered judgment in Bacou's favor on all remaining claims. Continental appealed to the first circuit.
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Get more case briefs explained with Quimbee. Quimbee has over 42,700 case briefs (and counting) keyed to 988 casebooks ► quimbee.com/case-briefs-overview
Bacou Dalloz USA v. Continental Polymers, Inc.
United States Court of Appeals for the First Circuit
344 F.3d 22 (2003)
In Bacou Dalloz USA versus Continental Polymers, we explore whether an agreement's price and quality terms were so indefinite that they rendered the agreement unenforceable.
Howard Leight Industries or HLI manufactured foam earplugs. The primary raw material in HLI's earplugs was polyurethane prepolymer.
In October of nineteen ninety seven, HLI's top executives formed a separate company to manufacture prepolymer.
This company later became Continental Polymers.
Bacou Dalloz, a top HLI customer, wanted to purchase HLI.
In January nineteen ninety eight, while negotiations for Bacou's purchase of HLI were ongoing, the parties executed a letter agreement. The letter agreement confirmed that Bacou would enter into a five year agreement to purchase its pre polymer requirements from Continental if the price and quality of Continental's pre polymer was equivalent to the price and quality of pre polymer that HLI then used and that was available from third party suppliers.
The parties executed the final asset purchase agreement in February.
This contract didn't incorporate the January agreement. Thereafter, Bacou and Continental couldn't agree to the supply agreement's terms. Ultimately, Bacousued Continental in Rhode Island state court and asked the court to declare that the January agreement didn't impose any obligations on Bacou. Continental removed the matter to federal district court and asserted several counterclaims.
Among other things, Continental argued that Bacou breached the January agreement and its duty of good faith and fear dealing under that agreement.
The district found that the January agreement was an unenforceable agreement to agree.
Alternatively, the court found that the January agreement was unenforceable because it lacked sufficiently definite price and quality terms. The court thought that Bacou's promises in the January agreement were illusory because Bacou could unilaterally control the raw material that HLI used at any time. Therefore, the court granted summary judgment in Baku's favor on Continental's counterclaims for breach of contract and breach of the duty of good faith and fair dealing.
Following a bench trial, the district court entered judgment in Bacou's favor on all remaining claims. Continental appealed to the first circuit.
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![Schrems v. Data Protection Commissioner (Joined by Digital Rights Ireland) [Schrems I] | Law Case](https://i.ytimg.com/vi/U86aLpipVaM/mqdefault.jpg "Schrems v. Data Protection Commissioner (Joined by Digital Rights Ireland) [Schrems I] | Law Case
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Schrems v. Data Protection Commissioner (Joined by Digital Rights Ireland) [Schrems I]
European Court of Justice
Case C-362/14 (2015)
European Union regulations strictly control the transfer of personal data from data controlling entities in Europe to countries outside the EU referred to as third countries.
The regulations require third countries to ensure an adequate level of data protection.
In data protection commissioner versus Facebook Ireland Limited and Maximilian Schrems, the European Court of Justice considered whether the United States met this standard. In two thousand, the US and the EU negotiated an agreement called the Safe Harbor Principles to authorize private companies to transfer personal customer data from Europe to the states.
The European Commission issued a decision called an adequacy decision certifying that Safe Harbor guaranteed an adequate level of data protection for European citizens.
However, safe harbor allowed the American government unlimited access to personal data for national security and other purposes.
In two thousand thirteen, former government contractor Edward Snowden leaked information revealing that American security agencies engaged in extensive warrantless data collection and had direct access to the data held by major companies like Google and Facebook.
Austrian citizen, Maximilian Schrems, had a Facebook account. European Facebook users had to contract with Facebook Ireland, a Facebook subsidiary.
Facebook Ireland sent users personal data to Facebook in the US. Following the Snowden league, Shremes filed a complaint with Irelands data protection commissioner, that countrys data supervisory authority. Schrems asked the authority to prohibit Facebook Ireland from transferring his data to the US because US law didnt adequately protect personal data.
The authority rejected Schrems complaint because of safe harbor.
Schrems appealed to Irelands high court, which requested an opinion on the safe harbor decisions validity from the European Court of Justice.
The European Court invalidated the decision and referred the case back to the authority.
Thereafter, the US and EU negotiated a new agreement called Privacy Shield. The European Commission issued an adequacy decision approving Privacy Shield. Privacy Shield was similar to Safe Harbor, but created an ombudsperson to investigate data privacy complaints from European citizens.
Again, however, Privacy Shield allowed the federal government unlimited access to personal data for national security reasons.
Schrems refiled his complaint. The authority referred the case to Irelands high court, which again referred the case to the European Court of Justice for a preliminary ruling.
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