* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion

should not be published and is not precedent except under the limited circumstances set forth in 5TH CIR. R. 47.5.4.

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

_______________

No. 96-50312

_______________

CAP-A-BUS INC., et al.,

Plaintiffs,

TODAY’S WORLD TRANSPORTATION, INC.,

d/b/a Invader Coach Sales,

Plaintiff-Appellant,

Counter-Defendant,

VERSUS

CANADIAN NATIONAL RAILWAY COMPANY

and

AMF TECHNOTRANSPORT, INC.,

Defendants-Appellees,

_________________________

Appeal from the United States District Court

for the Western District of Texas

(W-94-Cv-375)

_________________________

February 14, 1997

Before HIGGINBOTHAM, SMITH, and BARKSDALE, Circuit Judges.

JERRY E. SMITH, Circuit Judge:*

Today’s World Transportation, Inc. (“Today’s World”), appeals
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an adverse judgment on a breach of contract claim. We affirm.

I.

Today’s World entered into an exclusive sales agreement with

AMF Technotransport, Inc. (“AMF”), a subsidiary of the Canadian

National Railway Company (“Canadian”). Today’s World was to

solicit orders for remanufactured buses, and AMF would

remanufacture the ordered buses. The agreement states, in relevant

part:

5. Pricing and Terms of Purchase. Manufacturer shall

establish the prices at which, and the terms upon which,

it will sell the Coaches to the Dealer or the Dealer’s

customers . . . .

. . .

6. Handling and Acceptance of Orders. Dealer shall

forward to Manufacturer a properly executed copy of each

completed order. All orders shall contain all

specifications, conditions, and terms of every nature

whatsoever . . . .

All orders shall be expressly subject to acceptance

or rejection by Manufacturer. Manufacturer shall not

unreasonably withhold its acceptance. Acceptance of an

order shall be by written acknowledgement of the order by

the Manufacturer and establishment of a delivery time by

the Manufacturer.

In the event that Manufacturer rejects an order

submitted by Dealer, the Manufacturer shall give written

notice of rejection to the Dealer and shall promptly

return the rejected order to Dealer, together with any

remittances submitted pursuant to that order.

Over the course of seventeen months, Today’s World submitted

a number of orders to AMF, none of which was filled. Today’s

World, along with three related parties, sued AMF and Canadian for,
 

1 Although we would have preferred more specific factual findings, we see

no other sensible way to read the district court’s opinion. In any event, even

incomplete or ambiguous findings of fact do not require reversal “if a full

understanding of the issues on appeal can nevertheless be determined by the

appellate court.” Texas Extrusion Corp. v. Palmer, Palmer & Coffee (In re Texas

Extrusion Corp.), 836 F.2d 217, 221 (5th Cir.), cert. denied, 488 U.S. 926

(1988).

3

inter alia, breach of contract. After a bench trial, the district

court held that AMF did not breach any contractual provision and

entered judgment for the defendants.

II.

The district court found that the “Defendants effectively

rejected each order submitted by Plaintiffs.” We understand this

statement as meaning that AMF rejected each order in accordance

with the contractual provisions, as a rejection not in accordance

with the contract would not have been “effective.” To be

effective, a rejection under the contract had to be reasonable.

Therefore, the district court necessarily found that each rejection

was reasonable and procedurally proper.1

We review these factual findings for clear error. See

Anderson v. City of Bessemer City, 470 U.S. 564, 573 (1985). “A

finding is 'clearly erroneous' when although there is evidence to

support it, the reviewing court on the entire evidence is left with

the definite and firm conviction that a mistake has been

committed.” United States v. United States Gypsum Co., 333 U.S.

364, 395 (1948). “Where there are two permissible views of the
4

evidence, the factfinder’s choice between them cannot be clearly

erroneous.” Anderson, 470 U.S. at 574.

Today’s World argues that it sent fourteen orders to AMF.

There is sufficient record evidence to support the following

conclusions:

(1) Five of these orders (White Bus Co., Lakefront LinesSSApril, Lakefront LinesSSJuly, National Bus Trader, Gray Line of

Orlando) were improper under the contract’s procedures.

(2) One (Royal Blue Tours) was withdrawn by Today’s World.

(3) Three (Stanford Group, Lakefront LinesSSMay, Latin

Express) were canceled by the customer within a month of the order.

(4) One (Emie & Associates) was submitted in violation of the

established order procedures and was canceled by the customer.

(5) One (Crown Imperial Travel) was submitted after AMF had

notified Today’s World that it would not accept any additional

orders.

(6) One (Action Travel) was for a 102-inch bus. Within a

month, AMF sent a letter to Today’s World stating that it was not

accepting orders for 102-inch buses. The unusual size of the bus

was a reasonable ground for rejecting this order.

(7) One (Morehead State University) was rejected in writing

within two months on the ground that AMF was having troubles

securing product liability insurance. This was a reasonable ground

for rejecting the order.
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(8) One (Trombly Commuter Lines) was rejected in writing

within a week. This order was subject to financing and required

AMF to accept three coaches in trade. These were reasonable

grounds for rejecting the order.

In summary, sufficient evidence existed for the district court

to find that five orders were improper, three were canceled, one

was withdrawn, one was both improper and canceled, and another was

submitted after AMF had notified Today’s World that it was not

accepting additional orders. Of the three orders that were

submitted properly and not withdrawn or canceled, all were rejected

in writing, and reasonable grounds existed for doing so. The

district court’s finding that all of the orders were effectively

rejected is not clearly erroneous.

III.

Today’s World also requests that we decree “that the Agreement

obligated CN/AMF to timely produce Invaders in response to orders

that were not timely rejected in writing, regardless of whether

CN/AMF would make a profit doing so . . . .” Apparently, Today’s

World believes that the district court found that some orders were

not effectively rejected but that AMF was excused from performing

these orders because it could not do so profitably. 

We do not read the district court’s opinion in this manner.

The court found that each order was effectively rejected, and thus

it had no cause for determining whether AMF would have been excused
 

2 The damages question and the issue whether Canadian is liable for the

actions of AMF similarly are moot.

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from performing an order it had not rejected. In any event, as we

affirm the district court’s finding that all orders were

effectively rejected, this request is moot.2

AFFIRMED.