SONSTENG PRACTICUM M2 · MATTERS · M07·UCC·MERIDIAN
MERIDIAN HOURLY FEE M07

Cloverdyke Dairy Cooperative v. Brandt Refrigeration Systems, LLC

UCC sale-of-goods dispute · State of Meridian

Introduction

You are an associate at Ellingboe & Ravndal LLP. Your client is Cloverdyke Dairy Cooperative, a farmer-owned dairy co-op near Danforth, in Voss County, Meridian. The co-op operates a shared station where member farms' milk is received and cooled in a large bulk tank before it ships to a creamery. Last fall the co-op bought a new bulk milk-cooling unit from Brandt Refrigeration Systems, LLC for $96,000. Within its first two months, the unit failed to hold temperature three times, spoiling three tank-loads of milk and forcing the co-op to pay for emergency repairs and a rented portable cooler. Brandt says the co-op's own electrical service and lapsed maintenance caused the failures, and it points to a limited-remedy warranty that disclaims consequential damages like spoiled milk. The co-op's general manager, Nils Aaberg, is coming in for an initial interview. The parties' agreement requires mediation and then binding arbitration, so this is not a courtroom trial — it is a sale-of-goods, breach-of-warranty dispute headed toward ADR. Your job in this exercise is to interview the client, develop the facts, analyze the warranty and remedies problem, and counsel the co-op on its options.

Learning Objectives

By completing this exercise you will practice the following skills and tasks from the practicum taxonomy:

  • Fact gathering (SK-LP-07): Conduct a client-intake interview with a guarded general manager and develop the facts through records and witnesses, building a reliable chronology of the three failures (TSK-022, TSK-023).
  • Legal analysis and reasoning (SK-LP-02): Apply governing sale-of-goods law to the disputed facts of warranty, breach, and causation (TSK-006).
  • Knowledge of substantive law (SK-LP-03): Identify the controlling substantive rules and analyze the elements of the co-op's warranty claim and Brandt's defenses (TSK-009, TSK-010).
  • Diagnose and plan (SK-LP-01): Frame the dispositive issues — express and implied warranties, the limited remedy and its possible failure of essential purpose, and the consequential-damages exclusion — and plan a path to a remedy.
  • Negotiation and ADR (SK-LP-13): Counsel the client on mediation versus arbitration and prepare a settlement posture (TSK-035, TSK-047).
  • Litigation / arbitration (SK-LP-14): Understand the posture of a demand and a contemplated binding arbitration, including what a statement of the case would need (TSK-048, TSK-049, TSK-052).

You will also confront a professional-responsibility boundary: Brandt is represented by counsel, and you must not contact Brandt's people directly.

Activities

This exercise proceeds in stages, and you may be assessed on any of them:

  1. Client interview. Interview Nils Aaberg, the co-op's general manager, in the chat interface. Use open-ended questions first, build rapport, and probe gently. Some facts — including a deferred maintenance lapse and a pre-purchase warning about the electrical panel — will only surface if you interview well and without judgment. At least one important fact the client is not volunteering at all.
  2. Fact development. Work through the case file: the purchase agreement and warranty, the installation and commissioning record, the operator's temperature log, Brandt's service reports, the creamery's rejection tickets, the demand-and-denial correspondence, and the independent engineer's report. Build a clean chronology and identify the gaps and conflicts.
  3. Witness review. Read the statements of the milk-house operator, the Brandt technician, the independent engineer, and the creamery grader. Note where they corroborate and where they cut against your client.
  4. Analysis and counseling memo. Analyze the warranty and remedies issues and prepare to advise the co-op on whether to push for replacement plus consequential damages, and whether to mediate or move to arbitration.
  5. Strategy. Outline a settlement posture and what a statement of the case for arbitration would need to establish.

Instructions

Work the matter as buyer's counsel for Cloverdyke Dairy Cooperative. Complete the following and submit for assessment:

  • Conduct the client interview with Nils Aaberg in the chat engine. Aim for a focused but humane intake: establish the timeline of the three failures, the losses, the warranty terms, and the co-op's goals. Watch for hints and follow up on them. Do not badger the client — pressure and flattery will not unlock what good rapport will.
  • Do not contact Brandt or its employees directly. Brandt is represented by counsel. If you wish to communicate with Brandt, you do so through its lawyer. The interface will flag a no-contact teaching moment if you try to interview Brandt's representative; treat that as a real professional-responsibility limit.
  • Prepare a written client-counseling memorandum (roughly 4–6 pages) that: (a) states the co-op's likely warranty claims and Brandt's defenses; (b) analyzes the limited remedy and the consequential-damages exclusion, including whether the limited remedy may have failed of its essential purpose; (c) addresses the mixed-causation problem candidly; and (d) recommends a path — mediation, arbitration, or settlement — with a realistic assessment of the co-op's exposure and best alternative.
  • Cite no legal authority in your client-facing communications; your research and any authority belong in your analysis, which your instructor will assess separately. Keep dates and figures consistent with the case file.

Case File

The case file contains 12 documents — witness statements and exhibits. Work only from these materials and from what you develop in your interviews.

CASE-FILE DOCUMENT · PURCHASE AGREEMENT WARRANTY

Exhibit m07.exh.001 — Equipment Purchase Agreement and Limited Warranty

Parties: Cloverdyke Dairy Cooperative ("Buyer") and Brandt Refrigeration Systems, LLC ("Seller") Agreement date: September 10, 2025 Subject: One bulk milk-cooling and refrigeration unit, installed Total price: $96,000.00

Reproduced below are the operative provisions of the signed agreement. Exhibit is offered as a true copy of the document in the co-op's file.


1. Equipment and Price. Seller shall furnish and install at Buyer's receiving station near Danforth one (1) bulk milk-cooling and refrigeration unit, together with the controls and condensing equipment described in the attached specification sheet, for the total price of Ninety-Six Thousand and 00/100 Dollars ($96,000.00), payable per the schedule in Section 2.

3. Performance Specification. Seller warrants that, when installed and operated in accordance with the manufacturer's instructions and the maintenance schedule attached as Schedule B, the Unit shall maintain the bulk tank contents at or below forty degrees Fahrenheit (40°F) and shall reduce fresh incoming milk to thirty-eight degrees Fahrenheit (38°F) within the pull-down time stated in the specification sheet.

7. Limited Warranty. Seller warrants the Unit to be free from defects in material and workmanship for a period of twenty-four (24) months from the date of installation. Seller's obligation under this warranty is expressly limited to the repair or replacement, at Seller's option, of any part found by Seller to be defective. This is the Buyer's sole and exclusive remedy.

8. Exclusion of Consequential Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST OR SPOILED PRODUCT, LOST PRODUCTION, LOST PROFITS, OR THE COST OF SUBSTITUTE COOLING. Buyer's remedies are limited to those stated in Section 7.

9. Buyer Maintenance Obligations. Buyer shall maintain the Unit in accordance with Schedule B, including cleaning of the condenser coils not less than quarterly, and shall keep the Unit registered with Seller. Failure to perform required maintenance may void warranty coverage as to defects caused by such failure.

11. Dispute Resolution. The parties shall first submit any dispute arising out of or relating to this Agreement to non-binding mediation. Any dispute not resolved in mediation shall be submitted to binding arbitration under the rules then in effect for commercial disputes, seated in Meridian.

Signature block: For Buyer, Nils Aaberg, General Manager, Cloverdyke Dairy Cooperative. For Seller, Sylvia Brandt, Operations Manager, Brandt Refrigeration Systems, LLC. Dated September 10, 2025.

Attached as part of this exhibit: Schedule B — Maintenance Schedule (quarterly condenser cleaning; filter service; annual inspection).

CASE-FILE DOCUMENT · INSTALLATION COMMISSIONING RECORD

Exhibit m07.exh.002 — Delivery, Installation, and Commissioning Record

Equipment: Bulk milk-cooling and refrigeration unit (per m07.exh.001) Site: Cloverdyke Dairy Cooperative receiving station, near Danforth, Voss County Delivery / install date: October 15, 2025


Delivery and installation. The Unit was delivered and set by a Brandt Refrigeration crew on October 15, 2025. The installation checklist portions covering placement, refrigerant line connection, control wiring, and power connection are marked complete and initialed by the crew.

Commissioning section — incomplete / disputed. The manufacturer's installation manual, referenced on the record, calls for a formal commissioning inspection and a monitored forty-eight (48) hour test run under load before the Unit is placed into production service. On this record, the line items for "48-hour monitored test run completed" and "commissioning inspection sign-off" are blank — neither initialed as done nor marked as waived.

Notation. A handwritten note in the margin of the co-op's copy reads: "Going live for peak — full test run deferred." The note is unsigned. The parties dispute how this notation came to be and whether the required commissioning test was ever performed.

Buyer acknowledgment. The record bears an acknowledgment of delivery signed by a co-op staff member. It does not separately certify that commissioning was completed.

This exhibit is offered to show the state of the commissioning documentation. The blank commissioning fields and the margin note are central to the dispute over whether required startup testing occurred.

CASE-FILE DOCUMENT · TEMPERATURE ALARM LOG

Exhibit m07.exh.003 — Milk-House Temperature and Alarm Log (Excerpts)

Keeper: Reuben Tuvang, milk-house operator Source: Handwritten milk-house shift log, Cloverdyke Dairy Cooperative Excerpt range: November 2025 – December 2025

The following are transcribed excerpts of the operator's handwritten log for the three failure dates. Times are approximate as recorded on the floor.


Nov 3, 2025 — a.m. shift (Tuvang). "Came in ~5:40. HIGH TEMP ALARM sounding. Tank warm to the touch. My therm reads ~55°F. Compressor not holding. Milk in tank spoiled — approx 6,200 lb. Called Nils. Nils calling Brandt. Dumped load per Larkspur, ticket to follow."

Nov 24, 2025 — a.m. shift (Tuvang). "Tank temp climbing when I checked mid-shift. Compressor found OFF / locked out. No early alarm heard. By discovery load already warm — approx 5,800 lb affected. Larkspur will not accept. Brandt tech (Darius) out same day, replaced a contactor."

Dec 12–14, 2025 — weekend (entry made Mon a.m., Tuvang). "Weekend — no continuous floor coverage. Temp drifted up over Sat/Sun. Monday reading well above spec. Approx 7,000 lb downgraded, then dumped — Larkspur reject. Brandt tech out, cleaned condenser coils (fouled), reset controls."

Operator note (undated, end of December). "Ran short two people in Nov. Scheduled condenser cleaning slipped that month. Coils were dirtier than the schedule allows by the time Darius got to them in Dec. Noting for the file."


This exhibit is offered as the contemporaneous operator record of the three temperature failures. The operator's handwritten log is kept separately from the unit's internal controller, whose recoverable data is presently unknown.

CASE-FILE DOCUMENT · SERVICE CALL REPORTS

Exhibit m07.exh.004 — Brandt Field Service Call Reports (Three Visits)

Servicer: Brandt Refrigeration Systems, LLC Technician: Darius Pelletier Customer: Cloverdyke Dairy Cooperative

Transcribed from the three Brandt service tickets in the co-op's file.


Service Ticket 1 — November 3, 2025. Complaint: "Unit lost temperature overnight; tank warm; product loss reported by customer." Findings/Work: "Compressor locked out on arrival. Reset controls. Metered incoming power — possible incoming power irregularity noted on one leg; advise customer have electrician verify service. Unit running on departure." Tech: D. Pelletier.

Service Ticket 2 — November 24, 2025. Complaint: "Compressor off; second temperature failure; product loss reported." Findings/Work: "Found failed contactor. Replaced contactor. Verified operation. Recommend customer keep condenser maintenance current per Schedule B; coils beginning to foul." Tech: D. Pelletier.

Service Ticket 3 — December 12, 2025. Complaint: "Temperature drift over weekend; third failure; product downgraded." Findings/Work: "Condenser coils fouled — cleaned coils. Reset control board. Head pressure high on arrival consistent with fouled coils. Reiterated power-supply concern from prior visit. Recommend electrical service check and adherence to maintenance schedule." Tech: D. Pelletier.


This exhibit is offered as the servicer's contemporaneous account of each visit. It reflects Brandt's two recurring themes — a suspected power-supply irregularity and fouled condenser coils — as well as the specific repairs performed.

CASE-FILE DOCUMENT · PROCESSOR REJECTION TICKETS

Exhibit m07.exh.005 — Larkspur Creamery Rejection Tickets and Credit Memos

Processor: Larkspur Creamery Grader: Corinne Callahan Supplier: Cloverdyke Dairy Cooperative

Transcribed summary of the three rejection tickets and associated credit memos in the co-op's file.


Rejection Ticket A — November 3, 2025. Load: bulk milk, Cloverdyke. Reason: "Received warm / out of temperature. Bacteria screen fail. REJECTED — dumped." Quantity affected: approx. 6,200 lb. Associated credit memo: quality deduction and non-payment for rejected load.

Rejection Ticket B — November 24, 2025. Load: bulk milk, Cloverdyke. Reason: "Received warm. REJECTED — dumped." Quantity affected: approx. 5,800 lb. Associated credit memo: quality deduction and non-payment for rejected load.

Rejection Ticket C — December 15, 2025 (weekend load). Load: bulk milk, Cloverdyke. Reason: "Downgraded then rejected — temperature abuse over weekend. Dumped." Quantity affected: approx. 7,000 lb. Associated credit memo: quality deduction and non-payment for rejected load.


Summary of loss reflected: Approximately 19,000 pounds of milk rejected across the three events, plus loss of the quality premium on the affected loads. These figures form part of the co-op's approximately $28,000 consequential-loss calculation, which also includes emergency repairs and the rented portable cooling trailer.

This exhibit is offered as the third-party processor's documentation of the rejected loads. Grader Callahan notes the co-op otherwise runs a clean operation and attributes these three rejections to warm milk on arrival.

CASE-FILE DOCUMENT · DEMAND AND DENIAL CORRESPONDENCE

Exhibit m07.exh.006 — Warranty-Claim Demand Letter and Brandt Denial

This exhibit collects two letters: the co-op's warranty-claim demand and Brandt's response. Reproduced as true copies from the file.


Letter 1 — Cloverdyke Demand

Date: January 20, 2026 From: Nils Aaberg, General Manager, Cloverdyke Dairy Cooperative To: Brandt Refrigeration Systems, LLC

Dear Ms. Brandt:

I am writing on behalf of Cloverdyke Dairy Cooperative regarding the bulk milk-cooling unit your company sold and installed for us on October 15, 2025. As you know, the unit failed to hold temperature three separate times in its first two months of service — on November 3, November 24, and over the weekend of December 12. Each failure spoiled a full load of milk. In total we lost roughly nineteen thousand pounds of milk, our quality premium on those loads, and we have paid out of pocket for emergency repairs and a rented portable cooling trailer to keep operating.

The unit has not performed as your agreement promised. We are asking that Brandt replace the unit with equipment that will actually hold our milk cold, and that Brandt make the co-op whole for our losses from these failures, which we currently calculate at approximately $28,000, in addition to the unit itself.

Please respond within fourteen days. We would prefer to resolve this cooperatively.

Sincerely, Nils Aaberg


Letter 2 — Brandt Response

Date: February 5, 2026 From: Brandt Refrigeration Systems, LLC To: Nils Aaberg, Cloverdyke Dairy Cooperative

Dear Mr. Aaberg:

We received your letter. We take the performance of our equipment seriously, and our technician responded promptly to each of your service calls.

Our review indicates that the failures were caused by conditions outside our equipment — specifically, an irregularity in the electrical service at your facility and a lapse in the required condenser maintenance, both of which our service reports document. Under our written warranty, our obligation is limited to the repair or replacement of defective parts, and the agreement expressly excludes consequential damages such as spoiled product and substitute cooling costs.

Accordingly, we decline your request for payment of the claimed losses. We remain willing to re-inspect the unit and to repair any part we determine to be defective, consistent with the warranty. Please contact our office to arrange an inspection.

Regards, Brandt Refrigeration Systems, LLC

CASE-FILE DOCUMENT · ENGINEER INSPECTION REPORT

Exhibit m07.exh.007 — Independent Refrigeration Engineer Inspection Report

Prepared by: Ingemar Rask, P.E., consulting refrigeration engineer Retained by: Cloverdyke Dairy Cooperative Inspection date: February 27, 2026 Report date: March 3, 2026

Reproduced summary of the engineer's written inspection report. Observations and findings only.


Scope. Inspect the installed bulk milk-cooling unit at the Cloverdyke receiving station; review the operator temperature log and the servicer's reports; form an independent opinion on the cause of the repeated temperature failures.

Observations — refrigeration system.

  1. The condensing unit's refrigerant charge and expansion-valve setting were found outside the correct range for this equipment and application, indicating the system was not properly charged and adjusted at installation.
  2. Sizing analysis against the co-op's peak incoming volume shows the unit as configured to be marginally undersized for peak load, with little capacity margin.

Observations — electrical supply.

  1. A voltage imbalance was measured on one leg of the milk-house three-phase panel. Voltage imbalance stresses a compressor and can contribute to nuisance trips.

Observations — maintenance.

  1. Condenser coils showed evidence of prior fouling. Fouled coils raise head pressure and degrade cooling; the servicer cleaned the coils on the December visit.

Findings on causation. Causation is mixed. The report identifies (a) an installation/configuration defect in the unit, (b) inadequate capacity margin for the operation, and (c) an electrical-supply imbalance on the building side, with (d) intermittent coil fouling as an aggravating factor. The report states that a unit charged, adjusted, and sized as this one was found would operate without a safety margin even under good maintenance, and that the observed pattern of repeated failures is consistent with such a system stressed by both configuration and power problems.

This exhibit is offered as the co-op's independent engineering assessment. It supports both a defect theory and a mixed-causation picture that the opposing party will use.

CASE-FILE DOCUMENT · ELECTRICIAN NOTE

Exhibit m07.exh.008 — Ostrowski Electrical Service Note (Pre-Purchase Panel Warning)

Electrician: Dale Ostrowski (independent electrical contractor) Customer: Cloverdyke Dairy Cooperative Service note date: April 2025 (several months before the cooling-unit purchase)

Transcribed from a service invoice/note found in the co-op's maintenance file. This document is internal to the co-op and was not part of the Brandt transaction.


Service note. "Responded to intermittent breaker complaint at receiving station. Checked main and subpanels. Advised customer that the existing three-phase panel serving the milk-house is undersized and aging for the current and expected load, and shows signs of wear. Recommended a panel upgrade and a dedicated circuit for any new large refrigeration equipment. Customer to consider budget for upgrade. Temporary fix applied to the immediate breaker complaint."

Handwritten margin note (co-op file). "Board reviewed — upgrade deferred this cycle to hold down costs. Revisit."


This exhibit is offered for its bearing on the electrical-supply issue and on the co-op's pre-purchase knowledge of a panel problem. It is sensitive: it shows the co-op was warned about the panel and deferred the upgrade. Counsel should weigh how and whether it surfaces, and be aware the general manager treats the pre-purchase warning as a delicate subject.

WITNESS STATEMENT · WITNESS TUVANG

Witness Statement — Reuben Tuvang

Witness: Reuben Tuvang, milk-house operator, Cloverdyke Dairy Cooperative Taken: April 8, 2026, at the co-op receiving station near Danforth, Voss County, Meridian Form: Signed first-person statement


My name is Reuben Tuvang. I have worked the milk-house floor at Cloverdyke for a little over nine years. My job is to receive the loads coming in from our member farms, watch the bulk tank, run the wash cycles, and keep the logs. If the milk isn't cold, that's the first thing I'm supposed to catch, so I pay attention to the tank temperature all shift.

The new Brandt unit went in the middle of October. I wasn't the one who dealt with the sales side or the contract — that's Nils. But I was there when they installed it and I'm the one who ran it day to day after that.

The first failure was November 3rd. I came in early, and the high-temperature alarm was already sounding. The tank had climbed way up — it felt warm through the wall of the tank, which it never should. I checked my thermometer and it was up around fifty-five degrees. There was nothing to do at that point. That milk was already spoiled. We had better than six thousand pounds in there and it all had to go down the drain. I called Nils right away and he called Brandt.

The second time was November 24th. That one the compressor just shut off. I didn't hear an alarm right at first the way I did the first time, and by the time I saw the temperature moving the load was already past saving. That was another big loss, close to what we lost the first time.

The third one, December 12th, was over a weekend. Weekends we don't have somebody standing in the milk-house the whole time. The temperature drifted up slow, and when we got to it Monday the milk was downgraded. Larkspur wouldn't take it.

I want to be clear about the logs. The unit has its own controller that's supposed to record temperatures, but I also keep my own log by hand, every shift, on paper. I've done that for years, before this unit and after. My handwritten log shows the date and time of all three of these. I trust my own log because I write it down myself.

When Darius, the Brandt technician, came out, I heard him say the condenser coils were dirty and he said something about the power coming in maybe not being steady. I'm not an electrician so I can't tell you if he was right about the power. I clean the coils when I'm told to and when I have time. I know there was a stretch in November where we were short-handed and a cleaning got put off, but I don't set that schedule.

Whether the machine kept its own temperature history in its memory or wrote over it, I honestly don't know. That's not something I work with. I just know what I saw and what I wrote down.

/s/ Reuben Tuvang

WITNESS STATEMENT · WITNESS PELLETIER

Witness Statement — Darius Pelletier

Witness: Darius Pelletier, field service technician, Brandt Refrigeration Systems, LLC Taken: April 22, 2026, by telephone; memorialized statement reviewed and adopted by the witness Form: Signed first-person statement


I'm Darius Pelletier. I've been a field service technician with Brandt Refrigeration for about seven years. I'm the tech who went out to the Cloverdyke co-op on all three of their service calls this past fall and winter, so I'm the one who actually put hands on the unit each time.

I was part of the crew that installed the unit back in October, and I did the service calls after. On the first call, in early November, the compressor had locked out. I reset the controls and checked it over. It ran when I left. On the second call, later in November, I found a failed contactor and I replaced it. On the third call, in December, I cleaned the condenser coils, which were fouled, and I reset the control board again.

Every time I was out there, I wrote a service report. I try to be accurate in those. On at least one of them I noted that there was a possible incoming power irregularity, because when I metered the supply I saw the voltage on one leg wasn't sitting where I'd want it. I'm not the electrician of record for their building, so I flagged it as something for them to have checked. I also noted more than once that the condenser coils were fouled and that they needed to keep up the maintenance on the schedule that came with the unit. Dirty coils make a unit like this work harder and run hot, and in bad cases that can push a compressor to trip.

I'll be straight about what I can and can't say. I can tell you what I found each time and what I did. I can't tell you for certain what the root cause of the whole pattern was — whether it was the power, the coils, something in how the unit was set up at install, or some combination. From my end, the two things I kept seeing were the power reading on that one leg and the coils being dirtier than they should have been.

On the install itself, I did the work I was assigned. Questions about how the unit was sized for their operation, or about the commissioning process and whether the full test run was done, are above my pay grade — that's the office and the sales side, not me. I did my service work and I documented it.

/s/ Darius Pelletier

WITNESS STATEMENT · WITNESS RASK

Witness Statement — Ingemar Rask, P.E.

Witness: Ingemar Rask, P.E., consulting refrigeration engineer (retained by Cloverdyke Dairy Cooperative) Taken: May 12, 2026; signed statement summarizing the February 27, 2026 inspection Form: Signed first-person expert statement (facts and observations)


My name is Ingemar Rask. I am a licensed professional engineer and I consult on commercial and agricultural refrigeration systems. Cloverdyke Dairy Cooperative retained me to inspect the bulk milk-cooling unit that Brandt Refrigeration installed at their receiving station and to give my independent opinion about why it repeatedly failed to hold temperature. I inspected the installed unit on site on February 27, 2026, and reviewed the operator's temperature logs and the technician's service reports.

I want to be careful to separate what I observed from what I infer. Here is what I observed.

First, on the refrigeration side, the condensing unit's refrigerant charge and the setting on its expansion valve were not where they should be for this equipment and this application. In plain terms, the system was not set up correctly at installation, and a system charged and adjusted that way will struggle to pull down and hold temperature under real load. Second, when I ran the numbers for the co-op's peak incoming volume, the unit as configured is marginally undersized for that peak load. It has little margin. On a mild day it might keep up; on a heavy day, or with any other stress on the system, it is at the edge.

Separately, on the electrical side, I measured a voltage imbalance on one leg of the milk-house's three-phase panel. A voltage imbalance is hard on a compressor and can contribute to nuisance trips. I did observe that.

Now the harder question is causation, and I will be honest that it is mixed. This is not a case where I can point to one single cause. I see an installation and configuration problem with the unit itself, I see a unit with very little capacity margin for this operation, and I see a real electrical-supply issue on the building side. Any one of those can hurt cooling performance, and here more than one was present at the same time. The repeated pattern of failures is consistent with a system that had too little margin and was then stressed by both a setup problem and a power problem.

I also cannot rule out that fouled condenser coils contributed on the specific days when maintenance had lapsed, because dirty coils raise head pressure and make everything worse. What I can say is that even a perfectly maintained unit, charged and adjusted the way I found this one, and sized the way this one is, would have been operating without a safety margin.

/s/ Ingemar Rask, P.E.

WITNESS STATEMENT · WITNESS CALLAHAN

Witness Statement — Corinne Callahan

Witness: Corinne Callahan, receiving grader, Larkspur Creamery Taken: May 19, 2026, at Larkspur Creamery Form: Signed first-person statement


I'm Corinne Callahan. I work the receiving dock at Larkspur Creamery as a grader. When milk comes in, I check it — temperature, smell, the antibiotic and bacteria screens, the paperwork — and I decide whether we take the load, downgrade it, or reject it. I've been doing this work for eleven years. Cloverdyke is one of our supply co-ops and I handle their loads regularly.

There were three loads from Cloverdyke this past fall and winter that I could not accept. I don't have the exact dates memorized, but they're on my tickets, and they line up with when the co-op told us their cooler was having trouble.

Each of those three, the milk came in warm and off. Warm milk grows bacteria fast, and once it's out of temperature for long enough there's nothing to be done with it — it can't go into product. When that happens I write it up on a rejection ticket, note the temperature and the reason, and the load gets dumped. Then our office issues the paperwork on it, the credit memos and the quality deductions, so the accounting is clean on both sides.

I want to be fair to Cloverdyke here. In my experience they run a good, clean operation, and Reuben over there keeps careful records. These three loads weren't a case of sloppy handling on the farm side that I could see. The milk was warm when it reached me, and from what they told me their tank cooler had failed. My job is just to grade what shows up on my dock, and what showed up those three times could not be used. I documented each one the same way I document any rejection.

I can produce copies of the three rejection tickets and the related credit memos if they're needed. Beyond grading the milk and writing it up, I don't have any knowledge about the cooling equipment itself or whose fault the failures were.

/s/ Corinne Callahan

Procedural and Factual History

The co-op and Brandt signed an equipment purchase agreement on September 10, 2025 for a bulk milk-cooling unit at $96,000, with a written limited warranty, an express performance specification, a buyer maintenance schedule, and a clause requiring mediation followed by binding arbitration. Brandt installed the unit on October 15, 2025. Whether the manufacturer's required 48-hour commissioning test was performed is disputed; the commissioning fields on the installation record are blank. The unit then failed to hold temperature three times: November 3, November 24, and over the weekend of December 12, 2025, spoiling three tank-loads of milk that the creamery rejected. Brandt's technician responded to each call, replacing a contactor, resetting controls, and cleaning fouled condenser coils, and noted both a possible power-supply irregularity and lapsed maintenance. The co-op sent a warranty-claim demand on January 20, 2026 seeking replacement plus roughly $28,000 in losses; Brandt denied consequential damages on February 5, 2026 and offered only to re-inspect and repair. The co-op retained an independent engineer, who inspected on February 27, 2026 and found a mix of an installation/configuration defect, marginal undersizing, and an electrical imbalance. The co-op retained Ellingboe & Ravndal LLP in March 2026. No arbitration has yet been filed; the matter is in the pre-arbitration demand-and-investigation phase as of June 30, 2026.

Considerations

Several tensions make this matter genuinely hard, and your analysis should wrestle with them rather than wish them away:

  • Warranty versus performance. The agreement contains both an express performance specification (hold at or below 40°F; pull down to 38°F) and a narrow repair-or-replace remedy. How do a promised performance level and a limited remedy interact when the equipment keeps failing the promised performance?
  • Failure of essential purpose. A repair-or-replace remedy assumes repairs actually restore a working product. When the same essential function fails repeatedly, consider whether the limited remedy has failed of its essential purpose — and, if it has, what that does to the separate exclusion of consequential damages.
  • The consequential-damages exclusion. The spoiled milk, lost premiums, emergency repairs, and rental cooler are exactly the consequential losses the contract purports to exclude. Whether that exclusion holds — and whether it survives a failed limited remedy or an unconscionability challenge in a commercial setting — is the money question.
  • Mixed causation. Your own engineer says the cause is mixed: an install defect and undersizing, plus a real electrical-supply problem, plus intermittent coil fouling. Some of that is your client's responsibility. Candor with the client about this is part of the exercise.
  • The client's harder facts. Deferred maintenance, a pre-purchase warning about the panel, and a skipped commissioning test all cut against the co-op. How you surface and handle these — with the client and in strategy — matters.
  • Forum and posture. This is headed to mediation and binding arbitration, not a jury. Consider how that shapes leverage, cost, confidentiality, and the realistic value of the claim.

Substantive Information

This is a sale-of-goods dispute governed by the law of Meridian for the sale of goods (the Uniform Commercial Code as adopted in Meridian). You are expected to research the governing law yourself; the following orients you to the terrain without doing the research for you.

The transaction is a sale of goods between merchants: a dairy cooperative buying commercial refrigeration equipment from a dealer-installer. Consider what express warranties the agreement created — including the written limited warranty and the express performance specification — and whether an implied warranty of merchantability or an implied warranty of fitness for a particular purpose is in play, and whether any were effectively disclaimed.

The heart of the matter is remedies. A seller may contractually limit a buyer's remedy to repair or replacement, and may attempt to exclude consequential damages. But the law treats those as two distinct provisions. Research when a limited or exclusive remedy fails of its essential purpose, and what happens to the buyer's other remedies when it does. Research separately whether an exclusion of consequential damages is enforceable, how it is tested (including any unconscionability analysis), and whether a commercial buyer's consequential-damages exclusion stands or falls when the limited remedy has failed.

Also research the buyer's burden on breach and causation, the effect of the buyer's own maintenance obligations, the significance of the disputed commissioning, and the measure of damages for a buyer, including incidental and consequential damages and how spoiled inventory and cover-type costs are proven. Finally, orient yourself to the posture: the parties agreed to mediation and then binding arbitration. Consider what that means for the statement of the case, the standard of review, discovery, cost, and confidentiality, and how a mediation strategy differs from preparing to arbitrate. Bring the law to your written analysis; keep your client-facing communications facts-and-advice, not citations.

Per-side confidential facts

This is a two-sided negotiation: students take one side. Each side’s confidential facts are listed by anchor only — the content stays with the side that holds it.

CONFIDENTIAL TO Buyer / Claimant — Cloverdyke Dairy Cooperative · 1 FACTS

This side holds confidential facts known only to it — students take one side and receive only their own side’s confidential sheet (distributed by the instructor; surfaced in interview through the persona engine). Fact anchors:

m07.fact.039

CONFIDENTIAL TO Seller / Respondent — Brandt Refrigeration Systems, LLC · 1 FACTS

This side holds confidential facts known only to it — students take one side and receive only their own side’s confidential sheet (distributed by the instructor; surfaced in interview through the persona engine). Fact anchors:

m07.fact.040

Business of the matter

Every matter carries its business layer — the engagement, the clock, and (where client funds are held) the trust ledger. The firm dashboard aggregates all twenty.

BUSINESS EXHIBIT · ENGAGEMENT LETTER

Engagement Letter

Ellingboe & Ravndal LLP 310 Riverwalk Plaza, Suite 400, Norsholm, Meridian 55901

March 16, 2026

Nils Aaberg, General Manager Cloverdyke Dairy Cooperative County Road 9, near Danforth, Voss County, Meridian

Re: Representation of Cloverdyke Dairy Cooperative — warranty and remedies dispute with Brandt Refrigeration Systems, LLC

Dear Mr. Aaberg:

Thank you for retaining Ellingboe & Ravndal LLP. This letter sets out the terms of our engagement.

Scope. We will represent Cloverdyke Dairy Cooperative in connection with its dispute against Brandt Refrigeration Systems, LLC arising from the bulk milk-cooling unit the co-op purchased on September 10, 2025 and the unit's repeated failures to hold temperature. Our work will include investigating and developing the facts, analyzing the co-op's warranty claims and available remedies, pursuing recovery through the demand, mediation, and, if necessary, the binding arbitration contemplated by your purchase agreement. This engagement does not include any separate litigation, appeal, or unrelated matter, which would be the subject of a further agreement.

Fees. This is an hourly engagement. Amara Ellingboe (senior attorney) bills at $250 per hour and Marcus Ravndal (associate attorney) bills at $225 per hour. Paralegal time, if used, bills at $120 per hour. We bill in one-tenth-hour increments and send monthly statements.

Costs. You are responsible for out-of-pocket costs we advance on your behalf — for example, the independent engineer's fees, any mediation or arbitration filing and neutral fees, and copying and delivery charges. These appear as expenses on your statements.

Billing and payment. Statements are due within thirty days. We understand the co-op is a member-owned operation watching its costs, and we are glad to discuss the pace of work and budget at any point.

Your role. Please keep us promptly informed, preserve all documents and records relating to the unit and the milk losses, and route any communications with Brandt or its representatives through us. Because Brandt is represented by counsel, neither you nor we may contact Brandt's people directly about this dispute.

Termination. You may end this engagement at any time; we may withdraw as permitted by the rules of professional conduct. On termination you remain responsible for fees and costs incurred through that date.

If these terms are acceptable, please sign below and return a copy. We are glad to be working with the co-op.

Sincerely,

Amara Ellingboe Ellingboe & Ravndal LLP


Nils Aaberg, General Manager, Cloverdyke Dairy Cooperative — Date: ____________

BUSINESS EXHIBIT · INTAKE & CONFLICTS

Intake (2026-03-13). Farmer-owned dairy co-op seeks recovery against equipment seller Brandt Refrigeration Systems, LLC after a new $96,000 bulk milk-cooling unit failed to hold temperature three times in its first two months, spoiling milk. UCC Article 2 breach-of-warranty and remedies dispute; limited-remedy warranty disclaims consequential damages; mediation then binding arbitration contemplated per the agreement.

Conflicts check (2026-03-14) — CLEAR. No current or former representation of Brandt Refrigeration Systems, LLC, Sylvia Brandt, or Larkspur Creamery. Prior closed matter for this client (m22) reviewed; no positional conflict. Independent engineer Rask is a retained consultant, not adverse.

BUSINESS EXHIBIT · BILLING STATEMENT (29 TIME ENTRIES)

DateTKNarrativeHoursRateAmount
2026-03-16FIRM-TK-01Initial client interview with general manager Aaberg; scope, goals, and timeline of the three cooling failures.2.5$250$625.00
2026-03-17FIRM-TK-01Open matter; conflicts clearance; preliminary case assessment memo to file.1.0$250$250.00
2026-03-20FIRM-TK-02Review purchase agreement and limited warranty; research sale-of-goods warranty framework.3.0$225$675.00
2026-03-24FIRM-TK-02Draft warranty-claim analysis; outline demand and mediation posture.4.0$225$900.00
2026-03-27FIRM-TK-01Review draft analysis; client call with Aaberg to confirm loss figures and documents.1.5$250$375.00
2026-04-02FIRM-TK-02Gather and index delivery/installation, service, and creamery rejection records.2.0$225$450.00
2026-04-08FIRM-TK-01Interview milk-house operator Tuvang; build fact chronology of the three failures.2.0$250$500.00
2026-04-15FIRM-TK-02Research limited-remedy failure of essential purpose and consequential-damages exclusion.3.0$225$675.00
2026-04-22FIRM-TK-02Memorialize technician interview; assess mixed-causation evidence.2.0$225$450.00
2026-05-04FIRM-TK-01Confer with independent engineer Rask regarding inspection findings and report.2.0$250$500.00
2026-05-07FIRM-TK-02Draft mediation statement and damages model (spoilage, premium loss, cover costs).4.0$225$900.00
2026-05-12FIRM-TK-02Research enforceability of consequential-damages exclusion in commercial sale; unconscionability angle.3.0$225$675.00
2026-05-15FIRM-TK-01Client counseling call: mediation vs. arbitration, exposure, and best alternative.1.5$250$375.00
2026-05-19FIRM-TK-02Revise mediation statement; assemble exhibit set and witness summaries.4.0$225$900.00
2026-05-22FIRM-TK-01Correspondence to opposing counsel proposing mediation dates and scheduling.2.0$250$500.00
2026-05-27FIRM-TK-02Interview creamery grader Callahan; obtain rejection tickets and credit memos.3.0$225$675.00
2026-05-29FIRM-TK-01Review mediation package; strategy conference with associate.1.5$250$375.00
2026-05-30FIRM-TK-01Finalize mediation statement; client sign-off.2.0$250$500.00
2026-06-02FIRM-TK-02Prepare for mediation session; anticipate Brandt's causation and warranty-limit defenses.4.0$225$900.00
2026-06-04FIRM-TK-01Attend mediation session (part 1) with client representative.2.0$250$500.00
2026-06-09FIRM-TK-02Post-mediation analysis; draft settlement counter and outline arbitration statement of the case.5.0$225$1,125.00
2026-06-11FIRM-TK-01Client counseling on settlement counter versus proceeding to binding arbitration.3.0$250$750.00
2026-06-16FIRM-TK-02Research arbitration procedure and award-review standard; draft arbitration demand outline.4.0$225$900.00
2026-06-18FIRM-TK-01Correspondence with opposing counsel on settlement terms; evaluate offer.2.5$250$625.00
2026-06-23FIRM-TK-02Refine damages model with engineer input; prepare demand exhibits.4.0$225$900.00
2026-06-25FIRM-TK-01Strategy conference; assess mixed-causation risk for arbitration.2.0$250$500.00
2026-06-29FIRM-TK-02Draft statement of the case for binding arbitration; witness and exhibit list.3.0$225$675.00
2026-06-30FIRM-TK-01Client update on status and options; confirm next steps.1.7$250$425.00
2026-06-30FIRM-TK-01Finalize arbitration statement of the case and supporting damages summary.4.0$250$1,000.00
Total79.2$18,600.00

BUSINESS EXHIBIT · INVOICES

InvoiceDateFeesExpensesPaidBalance
m07.inv.0012026-04-30$4,900.00$500.00$3,000.00$2,400.00
m07.inv.0022026-05-31$5,400.00$0.00$2,200.00$3,200.00
m07.inv.0032026-06-30$8,300.00$4,000.00$0.00$12,300.00

Rubric

RUBRIC · DECLARED TOTAL 200 POINTS
CriterionDescriptionMaps toPoints
Client interview and fact developmentConducts a humane, effective client-intake interview and develops the facts from records and witnesses into a reliable chronology of the three failures.Fact gathering Investigate and develop the facts50
— Interview technique and rapportUses open-ended then focused questions, builds rapport, follows up on hints, and surfaces the client's guarded and undisclosed facts without pressure or flattery.28
— Records synthesis and chronologySynthesizes the case-file documents and witness statements into an accurate timeline and identifies gaps and conflicts.22
Warranty and remedies analysisCorrectly analyzes the express and implied warranties, the limited repair-or-replace remedy and its possible failure of essential purpose, and the enforceability of the consequential-damages exclusion.Legal analysis and reasoning Analyze the elements of a claim or defense60
— Warranties and breach elementsIdentifies the governing sale-of-goods warranties and the elements of the co-op's breach claim and Brandt's defenses.30
— Limited remedy and consequential-damages exclusionAnalyzes failure of essential purpose and whether the consequential-damages exclusion survives, applying law to the disputed facts.30
Remedies, damages, and causation strategyFrames the dispositive issues, addresses the mixed-causation problem candidly, and builds a realistic damages and remedy theory.Diagnose and plan solutions for legal problems Apply governing law to disputed facts40
ADR strategy and client counselingCounsels the co-op on mediation versus binding arbitration, assesses the co-op's best alternative and settlement posture, and gives a candid recommendation.Negotiation Participate in mediation30
Professional responsibility and written communicationObserves the Rule 4.2 no-contact limit with the represented opposing party and communicates clearly, in facts-and-advice form, without improper citation of law to the client.Sensitivity to professional and ethical concerns 20
Total200

LETTER GRADES · A ≥ 200 · A- ≥ 186 · B+ ≥ 176 · B ≥ 166 · C ≥ 146

Interviews & critique

Conduct your simulated interviews through the persona engine. The client is yours to interview; the represented persona is the Rule 4.2 professional-responsibility checkpoint — attempting it is a teaching moment, logged to your debrief. No API key yet? Watch a fully recorded sample interview and debrief first.

Nils Aaberg client YOUR CLIENT Interview the client
Sylvia Brandt opposing party representative REPRESENTED · RULE 4.2 Attempt interview (Rule 4.2)
Reuben Tuvang fact witness Interview

Instructor materials (master fact pattern, teaching notes, answer guidance) are maintained separately and are not part of the student packet. FACULTY PORTAL · COMING SOON