LandTech Co. entered an “Outsourcing Agreement” with Ohio Fresh Eggs, LLC, and Trillium Farm Holdings, LLC, pursuant to which LandTech would obtain the right to remove chicken manure from the egg-laying facilities Ohio Fresh and Trillium operated in Hardin County, Ohio. LandTech sought to act as a “manure broker,” removing the manure produced at the Hardin County facilities and selling it for use as fertilizer. The relationship broke down before any manure changed hands. LandTech sued. At trial, the parties argued whether the Agreement stated a specific quantity of manure that Ohio Fresh and Trillium were obligated to provide to LandTech. The nature of the quantity term was vital to determine whether the parties were subject to a contractual obligation or they had just entered an “agreement to make an agreement.” And that, in turn, depended on which of the UCC or the common law of contracts applied to this situation. Applying the predominant purpose or factor test, does the UCC or the common law apply?