2. A company contracted with a marketing firm to construct software to develop a business website. A quote was requested and accepted. Sometime later, the business asked for updates and revisions but failed to request a quote. The business subsequently refused to pay for the changes, claiming no contract had been formed under the requirements of the offer under the UCC. The marketing firm then took the website down because of nonpayment and subsequently sued for nonpayment of its invoice. The company countersued on the tort of conversion for the loss of the website.

This intriguing case raises several questions First, does this dispute fall under UCC subject matter? Second, will the company prevail on the tort of conversion based on the improper use or interference with someone else's property? [Dennis Conwell et al. v. Gray Look Outdoor Marketing Group, Inc., 906 N.E.2d 805, 2009 Ind. LEXIS 465, 69 U.C.C. Rep. Serv. 2d (Callaghan) 71 (Ind. Sup. Ct. 2009).]

Please provide detailed answers and references. Thank you!