377 F.2d 795 (3d Cir. 1967)
Vitex Manufacturing Corp. v.
In computing the seller's expectation damages after the buyer's repudiation, must the seller's fixed overhead expenses be deducted from the lost-profit award as costs saved by the breach?
Expectation damages place the injured party in the position it would have occupied had the contract been performed, measured by the net profit the party would have realized plus any incidental damages, less costs saved due to the breach. Only those expenses actually avoided because of the breach are deductible; fixed overhead expenses that continue regardless of performance are not "costs saved" and should not be subtracted. Overhead is therefore treated as part of the seller's anticipated profit contribution when computing damages.
No. Fixed overhead is not a cost saved by the breach and should not be deducted from the plaintiff's lost-profit calculation; it is properly included as part of the expected profit the plaintiff would have earned had the contract been performed.
Vitex is widely cited for the proposition that overhead is part of profit, not a cost to be deducted, in expectation damages. It gives students a practical framework: (1) identify the contract price or revenue stream; (2) subtract only variable costs actually avoided by nonperformance; and (3) do not subtract fixed overhead. The case anchors modern discussions of lost profits under both common-law contracts and UCC damages (particularly in tandem with concepts reflected in UCC § 2-708(2) and Restatement (Second) of Contracts § 347), and it trains students to distinguish fixed from variable costs with precision when proving damages.