Robert Smith, a salesperson for Carter Manufacturing, Inc. ("Carter Manufacturing"), contracted to sell notebooks and pencils to Billy Shear. The pencils were not delivered by the agreed-upon date. Henry Alcott, a staff accountant at Carter Manufacturing, discovered the issue while reviewing the just-in-time inventory process. He has gathered the relevant information and prepared a memo to Mr. Carter, the CEO of Carter Manufacturing, summarizing the relevant information and consequences of the failure to deliver the goods on time. Henry has asked you to review the memo before he submits it. As you review the memo, assume only common law contract principles apply.