Jessie Romero went to the Scoggin-Dickey Chevrolet-Buick, Inc., dealership in Lubbock, Texas, and sought to purchase a 2006 Silverado pickup from Fred Morales.

Romero proposed to purchase the pickup by assigning the dealership the factory rebates, supplying two trade-in vehicles (a 2003 Mitsubishi Montero SP and a 2002 Chevrolet Silverado pickup), and paying the cash difference. At the time of the negotiations, Romero did not have the proposed trade-in vehicles on the lot for inspection by Scoggin-Dickey.

After negotiating a value for the trade-in vehicles, Romero and Morales signed a contract order wherein Scoggin-Dickey agreed to sell Romero the 2006 Silverado pickup for \($21\),888. In return, Romero agreed to trade in two vehicles having a combined net value of \($15\),000, assign factory rebates totaling \($3\),000, and pay \($4\),333.52 in cash.
Romero paid the cash, assigned the rebates, and took possession of the 2006 Silverado pickup. At that time, Romero did not deliver the trade-in vehicles to Scoggin-Dickey, nor did Scoggin-Dickey transfer title to the 2006 Silverado pickup to Romero. Subsequently, Romero showed Morales the location of the [Mitsubishi] Montero. After several weeks passed, Romero informed Morales that the 2002 Silverado pickup was located at a body shop.
The pickup was not in running condition and was eventually towed by wrecker to Scoggin-Dickey.
After inspecting the trade-in vehicles, Scoggin-Dickey determined the Montero and 2002 Silverado pickup had little, or no, commercial value.
Thereafter, Scoggin-Dickey took back the 2006 Silverado pickup and made two settlement offers to Romero pertaining to a partial refund of his down payment. Romero rejected the offers and fi led suit.
* * * The trial court concluded, as a matter of law, that Scoggin-
Dickey had a right to inspect the trade-in vehicles under [the Texas Code’s equivalent to UCC Section 2–513] and, upon inspection, had validly exercised their right to reject the vehicles tendered by Romero.
* * * *
* * * Romero [argued on appeal, among other things, that]
Scoggin-Dickey had no legal right to inspect and/or reject the trade-in vehicles after the contract order was executed[.].....

Questions:-

1. Why didn’t the “contract order” signed by the parties constitute a binding contract for the sale of goods?

2. According to the court, “Romero and Scoggin-Dickey were both buyers and sellers.” What did the court mean by this statement?