that defendant is selling plaintiff's goods above the contract price.
C. Difficulty of Calculation does not Merit an Injunction
Plaintiff also contends that the actual damages suffered will be difficult to calculate, and thus injunctive relief should be granted. This Court finds plaintiff's argument unpersuasive. The Second Circuit has stated: "In order to recover damages, a claimant must present evidence that provides the finder of fact with a reasonable basis upon which to calculate the amount of damages. He need not prove the amount of loss with mathematical precision." Sir Speedy, Inc. v. L & P Graphics Inc., 957 F.2d 1033, 1038 (2d Cir. 1992).
Furthermore, even if the market for greige goods proves to be in such short supply that plaintiff cannot purchase cover, and thus cannot calculate cover damages, plaintiff may be entitled to lost profits. "Lost profits, though typically 'difficult to prove with exactitude.' may be recovered 'to the extent that the evidence affords a sufficient basis for estimating their amount with reasonable certainty." Id. Since plaintiff is a middleman, its lost profits could be calculated as the difference between the contract price, and the downstream market price, less expenses not incurred. See also Sharma v. Skaarup Ship Management Corp., 916 F.2d 820, 825-26 (2d Cir 1990). Thus, so long as plaintiff can reasonably calculate the profits that were lost due to defendant's failure to honor the contract, money damages are still an adequate remedy.
D. Plaintiff's claim of lost Goodwill is Insufficient
Finally, plaintiff alleges that defendant's breach of contract will result in a loss of customer goodwill and, accordingly, injunctive relief is merited. The Court finds, however, that plaintiff's argument based on potential loss of goodwill is not sufficient to merit injunctive relief.
Courts have considered loss of good will as a prerequisite for granting an injunction, but generally only when the loss of good will rises to the level of threatening the business with termination. See Loveridge v. Pendleton Woolen Mills, Inc., 788 F.2d 914, 917 (2d Cir. 1986) ("the threatened loss of an ongoing business to a competitor . . . strongly suggests irreparable harm"); Roso-lino Beverage Distributors Inc. v. Coca-Cola Bottling Co., 749 F.2d 124, 125 (2d Cir. 1984) (the loss of the distributorship, which represented an ongoing business of many years, constitutes irreparable harm); Semmes Motors, Inc. v. Ford Motor Company, 429 F.2d 1197, 1205 (2d Cir. 1970) (right to continue twenty-year old dealership not measurable in money damages); Janmort Leasing Inc. V. Econo-Car International, Inc., 475 F. Supp. 1282, 1294 (E.D.N.Y. 1979) (loss of business not compensable in monetary terms and not reducible to monetary value). This is in comparison to a situation where "customers will begin to 'grumble' and go elsewhere if the [seller] no longer carries a certain product because the manufacturer has terminated the  contract." Loveridge, 788 F.2d at 917.
In Jacobson & Co., Inc. v. Armstrong Cork Co., 416 F. Supp. 564, (S.D.N.Y. 1976), aff'd, 548 F.2d 438 (2d Cir. 1977), Judge Weinfeld found that even if the alleged breach would not terminate a business per se, where the terminated product for which plaintiff is claiming breach of contract accounts for a large percentage of plaintiff's sales, the Court may find a substantial risk that customers will turn to competitors resulting in immeasurable harm to plaintiff. Id. at 569-70 (terminated product accounted for eighty percent of distributor sales). Accord Travellers Int'l AG v. Trans World Airlines, Inc., 684 F. Supp. 1206, 1216 (S.D.N.Y. 1988) (the loss of TWA as a customer would irreparably harm plaintiff since TWA constituted 95% of plaintiff's business). But see Grand Light and Supply Co., Inc. v. Honeywell, Inc., 80 F.R.D. 699 (D.Conn. 1978) (loss of only $ 115,000 in sales of a six million dollar annual operation not sufficient basis to expect widespread customer defection).
In the instant case, plaintiff has introduced no evidence indicating that defendant's breach will cause it to shut down its business. Nor has plaintiff argued that the percentage of its business generated from its contracts with defendant is of such a magnitude that defendant's action have endangered plaintiff's entire business with potential ruin. Nor has plaintiff shown that any customers have been lost. The present record indicates that plaintiff has been able to acquire cover goods on the open market, and at least to date has presumably been able to meet its customers demands. This case is not analogous to those cited above where a plaintiff faces the potential loss of its entire business because of defendant's breach. Thus, the Court finds that any claim that plaintiff may advance for loss of goodwill is not sufficient for injunctive relief.
Based on the foregoing, this Court concludes that plaintiff has failed to show that it will suffer irreparable harm if injunctive relief is not granted. Therefore, the Court need not address the second prong of the preliminary injunction standard. For the reasons set forth above, plaintiff's motion for a preliminary injunction is hereby denied.
Additionally, this Court having found, based on the present record, that money damages can adequately compensate plaintiff for any damages suffered, this Court denies plaintiff's motion for an order compelling defendant to comply with the terms of the underlying agreement.
For the reasons set forth above plaintiff's motion for an attachment and injunctive relief is hereby denied in its entirety. The parties are hereby ordered to appear before this Court on September 23, 1994, at 10:30 a.m. for a pre-trial conference in Room 312, United States Courthouse, 40 Centre Street, New York, New York.
New York, New York
September 7, 1994
Peter K. Leisure, U.S.D.J.