The opinion of the court was delivered by: MARSH
This is a breach of contract action. Jurisdiction is founded on diversity of citizenship. The case was presented to the court in a two-day non-jury trial.
The court makes the following findings of fact and conclusions of law:
1. The plaintiff, Tennisland, Inc. (Tennisland), is a Pennsylvania corporation having its principal place of business in Castle Shannon, Pennsylvania.
2. Tennisland's principal officers are Rocco V. Ragano and Joseph P. Moses.
3. The defendant, Precision Tennis Systems, Inc. (Precision), is a New York corporation with its principal place of business in New York City.
4. Defendant Vladimir Kranz is the president of Precision. He has been Precision's only officer and sole shareholder since August, 1974.
5. On September 22, 1975, Tennisland ordered three air structures and related equipment from Precision. The structures were to cover three existing outdoor tennis courts located on Tennisland's property in Castle Shannon so that the courts could be rented for indoor tennis during the cold weather months. The structures were designed so that after installation they could be dismantled in one day and stored in a garage during the outdoor tennis season.
6. The terms of the order are spelled out in Tennisland's letter of September 22, 1975, which was dictated by Ted Weiner, Precision's sales representative. The letter states "Precision agrees that upon approval of order, installment will be complete prior to November 15, 1975."
7. Precision's letter of confirmation dated October 2, 1975 makes no mention of a completion date. The letter indicates that Precision would assist Tennisland in securing a five-year leasing agreement. If Tennisland did not secure financing approval "within the immediate period," Precision itself would handle the financing so long as certain listed conditions were fulfilled by Tennisland, including: (1) that Tennisland send Precision a deposit in the form of a $10,000 certified check; and (2) that Tennisland furnish Precision with the "necessary collateral to secure the air structure lease", including personal guarantees of the lease by the owners of Tennisland.
8. On October 7, 1975, Tennisland sent a certified check for $10,000 to Precision.
9. The total cost for the purchase, delivery, and installation of the air structures with all related equipment was $73,146.00. This includes $4,000 worth of installation labor to be provided by Precision.
10. On October 16, 1975, Ted Weiner, Precision's sales representative, wrote to Tennisland that preparation of various materials was:
". . . proceeding according to schedule so that we can help you with your November 15th opening date.