OPINION AND ORDER Hudson Technologies, Inc. and Hudson Technologies Company (collectively, “Hudson”) bring this action against RGAS, LLC (“RGAS”), asserting breach of a contract concerning the sale of refrigerants. Before the Court are Hudson’s motion for partial summary judgment on liability and RGAS’s cross-motion for summary judgment. For the reasons that follow, the Court grants Hudson’s motion for summary judgment in part and denies it in part, and it denies RGAS’s cross-motion for summary judgment. I. Background A. Factual Background The following facts are drawn from Hudson’s Local Rule 56.1 Statement (ECF No. 97-2), RGAS’s Response to Hudson’s Rule 56.1 Statement and RGAS’s own Rule 56.1 Statement (ECF No. 125 (“Def.’s SOF Opp.”)), Hudson’s Response to RGAS’s Rule 56.1 Statement (ECF No. 139 (“Pl.’s SOF Opp.”)), and RGAS’s subsequent Response to Hudson’s Response (ECF No. 148). The facts recited here are undisputed unless otherwise noted, and they are construed in the light most favorable to the nonmovant. Hudson is a provider of refrigerant products and services to the heating, ventilation, air conditioning, and refrigerant industry. (Def.’s SOF Opp. 1.) RGAS is a supplier of refrigerants and refrigerant lifecycle management services. (Pl.’s SOF Opp. 65.) In mid-2020, RGAS determined that it should liquidate its inventory of refrigerant gas products and began pursuing a sale of all its inventory. (Def.’s SOF Opp.
4-6.) Both parties agree that the most desirable product in RGAS’s inventory was a particular gas, R-22 refrigerant gas (“R-22″). (Id. 7.) Due to R-22′s environmental effects, however, the Environmental Protection Agency (EPA) restricted the production of new R-22 after January 1, 2020, but permitted the use of “used, recovered and recycled” R-22. (Id. 8 (citing 42 U.S.C. §7671d(a)).) On August 7, 2020, RGAS’s President, Jason Crawford, contacted Hudson’s CEO, Brian Coleman, identifying RGAS’s refrigerant inventory and requesting that Hudson make an offer for that inventory. (Id. 10; ECF No. 97-10.) Hudson and RGAS employees exchanged a series of emails discussing the price for various gases (see ECF No. 97-12), and on September 16, 2020, Crawford sent Hudson an email stating that it “agree[d] to [Hudson's] pricing” as outlined in prior emails (id. at 2; Def.’s SOF Opp. 13). The price per pound of R-22 in the bid was $9.36. (Def.’s SOF Opp. 14; ECF No. 97-14, 97-15.) On September 23, 2020, Hudson sent RGAS an email with a “[P]urchase [O]rder in the initial amount of $2,793,115.48.” (ECF No. 97-17 at 2; see also Def.’s SOF Opp. 16.) That email included an attachment, Schedule A, that listed various terms and conditions. (Def.’s SOF Opp. 16; ECF No. 97-17 at 6-8.) Among other details, Schedule A enumerated certain product specifications, including that “[a]cceptance of product” would be “conditional upon successful inspection of cylinders and weight verification of gas” and that “[a]ll product must be legally packaged, DOT compliant, and have GHS labeling.” (ECF No. 97-17 at 7; see also Def.’s SOF Opp. 18.) In the email with the purchase order, Hudson asked RGAS to “review both the pricing as well as the terms and conditions as listed on page 2 (schedule A)” and noted that “this is a placeholder PO, we will issue POs per location and possibly several per location upon the completion of the inspections and our acceptance of product.” (ECF No. 97-17 at 2.) The same day Hudson sent the purchase order, Crawford responded to Hudson: “[A]ll looks good. We would like to hold the credit limit to $400,000. Will this be a problem?” (ECF No. 97-19 at 2.) The next day, Hudson and RGAS agreed to a credit term. (Def.’s SOF Opp. 25.) After that email exchange, RGAS proceeded to sell its product to parties other than Hudson, such that its inventory continued diminishing over time. (Pl.’s SOF Opp. 97.) Hudson made initial arrangements to conduct inspections at the four warehouses containing RGAS’s product. (Def.’s SOF Opp. 28.) Because refrigerant gases are considered hazardous materials under several federal regulatory schemes, they are required to have certain markings to warn of dangers to personal health and the environment for purposes of transport, handling, and use. (Id. 30 (citing 29 C.F.R. §1910.1200; 40 C.F.R. §82.106; 49 C.F.R. §178.35, 178.65).) Upon inspecting the product at the first of four warehouses, Hudson believed that the products were missing markings required by the Department of Transportation (DOT). (Id. 29.) Hudson also represents (although RGAS disputes) that it believed that the products were also not compliant with requirements promulgated by the EPA and the Occupational Safety and Health Administration (OSHA). (Id.) On September 28, 2020, Hudson notified Crawford of the results of the first inspection and stated that it would accept the properly labeled product at the time, but the other gases would have to be relabeled before Hudson could accept them. (Id. 32.) That same day, Crawford directed Hudson to issue purchase orders for the acceptable product, and he requested additional information about what markings would be needed for the remaining products. (Id. 33; ECF No. 97-25.) On October 1, 2020, a Hudson employee emailed another Hudson employee ordering that the warehouse inspections of RGAS products be paused. (Def.’s SOF Opp. 34; ECF No. 97-27 at 2.) Crawford also inquired of Hudson what its “discount prices” would be if it “took the product as is and handled the relabeling in house.” (ECF No. 97-28 at 2.) RGAS then shipped Hudson certain quantities of R-22, as well as other gases, R-404 and R-410, which RGAS relabeled. (See Def.’s SOF Opp. 39; Pl.’s SOF Opp.
