Cross-complainant alleges:
1. Cross-complainant is, and at all times mentioned in
this complaint was, a resident of __________ County, California.
2. Cross-defendant is, and at all times mentioned in this
complaint was, a resident of __________ County, California.
3. On __________ [date], cross-defendant filed a complaint
in the above-entitled action alleging that cross-complainant
breached a contract entered into with cross-defendant by failing
to pay for __________ [quantity] of __________ [goods] delivered
to cross-complainant. Cross-complainant denies that __________
[he or she] breached the contract. On the contrary, cross-
defendant breached the contract by failing to supply
merchantable __________ [goods], as is more fully set forth in
this cross-complaint.
4. Cross-complainant is, and at all times mentioned in
this cross-complaint was, engaged in the business of supplying
__________ [type of goods] to retail merchants for resale to the
public. As a part of that business, cross-complainant has
entered into a number of contracts with various retail merchants
by which cross-complainant has agreed to supply various
quantities of __________ [type of goods] to those merchants. In
order to meet its obligations under those contracts, cross-
complainant contracts with manufacturers and other suppliers of
__________ [type of goods], including cross-defendant, for the
wholesale purchase of __________ [type of goods].
5. Cross-defendant is, and at all times mentioned in this
cross-complaint was, engaged in the business of manufacturing
__________ [type of goods] for resale to wholesale suppliers,
including cross-complainant.
6. On __________ [date], cross-complainant and cross-
defendant entered into a contract by which cross-defendant
agreed to sell to cross-complainant, and cross-complainant
agreed to purchase, __________ [quantity] of __________ [goods]
for the sum of $__. Under the contract, payment for the
__________ [goods] was due __________ [within 30 days of
delivery or as the case may be]. A copy of the contract is
attached as Exhibit __ and incorporated by reference.
7. Under the contract described above, cross-defendant
promised to deliver to cross-complainant __________ [quantity]
of __________ [goods] of merchantable quality suitable for
resale to retail merchants.
8. On __________ [date], cross-defendant delivered the
__________ [quantity] of __________ [goods] to cross-complainant
at cross-complainant's place of business located at __________
[address], __________ [city], __________ County, California.
Immediately after taking delivery, cross-complainant inspected
the __________ [goods] and discovered that, in breach of cross-
defendant's duties and obligations under the contract with
cross-complainant, the entire __________ [quantity] of
__________ [goods] was unmerchantable and totally worthless.
9. On __________ [date], cross-complainant notified cross-
defendant that the __________ [goods] delivered to cross-
complainant were unmerchantable and gave cross-defendant
__________ [30 days or as the case may be] within which to
supply replacement __________ [goods] that met the terms of the
contract. A copy of the notice is attached as Exhibit __ and
incorporated by reference.
10. Although given the opportunity to do so as set forth
above, cross-defendant refused to deliver any replacement
__________ [goods] to cross-complainant.
11. As a direct and proximate result of cross-defendant's
breach of contract, and in order to meet cross-complainant's
obligations under __________ [his or her] supply contracts with
retail merchants, cross-complainant was required to purchase
__________ [quantity] of replacement __________ [goods] from
other suppliers for the total sum of $__, a reasonable price at
the time the __________ [goods] were purchased.
12. As a further direct and proximate result of cross-
defendant's breach of contract, cross-complainant has been
damaged in the sum of $__, the difference between the price
cross-complainant was required to pay other suppliers for the
replacement __________ [goods] and the price at which cross-
defendant agreed to supply the __________ [goods] under the
contract __________ [if applicable, add: plus incidental and
consequential damages in the sum of $__].
13. __________ [If contract provides for recovery of
reasonable attorney fee, add appropriate allegation.]
WHEREFORE, cross-complainant demands judgment against
cross-defendant as follows:
1. Damages in the sum of $__;
2. Costs of suit; and
3. Any other and further relief that the court considers
proper.
