[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 24-10335 ____________________

SWEET ADDITIONS INGREDIENT PROCESSORS, LLC, Plaintiff-Counter Defendant-Appellant, versus MEELUNIE AMERICA, INC.,

Defendant-Counter Claimant-Appellee.

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Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 9:21-cv-81141-AHS ____________________ USCA11 Case: 24-10335 Document: 50-1 Date Filed: 06/02/2025 Page: 2 of 35

2 Opinion of the Court 24-10335

Before ROSENBAUM, NEWSOM, and MARCUS, Circuit Judges. PER CURIAM: First-year law students might want to take note: this dispute may resemble a question on an upcoming contracts exam. In September 2019, Defendant-Appellee Meelunie America, Inc. (“Meelunie”), and Plaintiff-Appellant Sweet Additions Ingredi- ent Processors, LLC (“Sweet Additions”), agreed to a fixed-price sales contract. In that contract, Meelunie agreed to supply Sweet Additions with organic tapioca starch 1 for the 2020 calendar year. Shortly into the deal’s term, the COVID-19 pandemic started to interrupt global supply lines. And although the parties worked through some initial performance difficulties, by the begin- ning of 2021, Sweet Additions had yet to receive the full quantity of tapioca starch Meelunie agreed to provide under the contract. Meelunie represented that supply difficulties were likely to last through the next several months but that, potentially, it could de- liver the remaining tapioca starch under the contract if Sweet Ad- ditions would shoulder higher shipping costs. Sweet Additions de- clined, contracted with an alternative tapioca starch provider, and declared that Meelunie materially breached the contract.

1 Tapioca is the starch extracted from dried yuca (or cassava) plants and is a

popular ingredient in dishes, desserts, and even drinks—like boba (or bubble tea)—across the world. See Melissa Clark, Tapioca Moves Beyond Its Pudding Phase, N.Y. Times, Mar. 3, 1999, at F3. USCA11 Case: 24-10335 Document: 50-1 Date Filed: 06/02/2025 Page: 3 of 35

24-10335 Opinion of the Court 3

Then Sweet Additions filed this lawsuit to recover the ben- efit of its bargain. During the litigation, Meelunie leveled counter- claims. The parties proceeded to a bench trial. In the end, the dis- trict court entered a $1,409,490.61 judgment in Meelunie’s favor for the outstanding invoices that Sweet Additions had not yet paid. The district court also rejected Sweet Additions’s claims. The court concluded the parties’ contract precluded Sweet Additions from re- covering damages, even if Meelunie in fact breached. Specifically, it held the parties’ contract incorporated Meelunie’s generic terms and conditions. And from those terms and conditions, it relied on a limitation of liability that it interpreted to bar the cover costs Sweet Additions hoped to recover. So now, on appeal, we must decide two issues: (1) whether the sales contract incorporates Meelunie’s generic terms and con- ditions and (2), if so, whethe