Adamentium Bike Company, Inc ("ABC") is a company that manufactures and sells bicycles and bicycle-related products. ABC operates all aspects of its business from the large ABC Business Complex ("ABC Complex") which includes a factory, warehouse, shipping yard, distribution center, offices, and retail storefront.

The founder of ABC is Abel Adame ("Abel"), built up the company from nothing, and recently retired after successfully running the family-owned business for 50 years.

ABC is now run by Abel's grandchild Alex Adame ("Alex"), as the CEO for the past year. Under Alex's management and modernization of the company production, marketing and online sales, ABC has tripled its profits and doubled the company's stock value over the past year up to $10,000,000.00.

Before becoming the new CEO, Alex attended ELAC because it was the only Community College offering a simultaneous dual 2-year transfer degrees program in "Business" (A.S. for Transfer) and "Law, Public Policy and Society" (A.A. for Transfer). Alex completed both degrees at ELAC in 2 years, transferred to a prestigious 4-year university for 2 years, then earned an MBA in 2 years. Alex has been working under Grandpa Abel to learn the business since starting college 6 years ago.

Alex had regularly been taking Abel to visit the Ferguson Vineyard and Winery in Temecula California for wine tasting excursions for the past 5 years because Abel says this specific vineyard property and wine uniquely remind him of the farm where he grew up in Mexico.

The first time they visited Ferguson Winery, Alex told the owner Robert "Bob" Ferguson ("Bob") that Alex was a college student in L.A. and that Alex always dreamed of buying such a place for Grandpa Abel to retire one day. Alex asked about the business profitability of running the winery. In response to Alex's business questions during that first visit, Bob stated, "Well youngster, it's a lot of hard work and long days, but a very happy and peaceful lifestyle. You get to meet lots of good people and have interesting conversations. Also drinking wine every day is great! However, after the costs of operation and all our expenses on the vineyard are paid, we clear an annual net profit from both the vineyard and our wine company of $50,000/year."

Every time Alex and Abel visited, Alex asked the owners Mr. and Mrs. Ferguson ("Bob" and "Betty"), who also lived there and ran the tours, if Alex could purchase the property from them. Bob and Betty had always declined. Bob often replied with variations of the statements:

"You barely look old enough to drink kid... Ha-ha (laughter)", or

"What would a youngster like you know about running a business kid... Ha-ha (laughter)", or

"A young city-slicker like you running this farm... that's a laugh! Ha-ha (laughter)".

During their most recent visit to the Ferguson Winery (January 3), Alex and Abel drank several bottles wine with Bob during the afternoon wine-tasting session. Alex said to Bob, "I'd like to purchase this vineyard and winery from you for $5,000,000.00, including: all 20 acres of land; all the farming machinery and wine making equipment; all the secret wine blend formulas; all the shares of Ferguson Wine Company, Inc.; the barn, house, cellar, and structures on the premises; and all barrels of wine on the premises... 'lock, stock and barrel'."

Bob replied "If you'll take Miss Betsy Mister Bove with you, it's a deal! Ha-ha (laughter). Matter o' fact, you'd have to take care of all the critters and varmints that come with the place! Ha-ha (laughter)"

"Miss Betsy" was the milking cow and "Mister Bove" was an old bull kept on the vineyard, along with some chickens and rabbits the Bob and Betty kept in a small children's petting zoo.

Alex replied, "Yes, and I'll make sure all the animals are well cared for and remain on the vineyard for the rest of their natural lives."

Bob replied, "Yeah sure kid, if a youngster like you can come up with $5,000,000.00 it's a deal... and I'll even eat my hat!"

Alex replied, "Great! Then we have a deal. I'll send you an email with the purchase and sale documents with transaction details... oh, and you do not have to eat a hat."

Bob replied, "Sure kid, send over whatever you like."

That evening, Alex sent the following email with attachments to the Ferguson Wine Company, Inc. email address:

"This email will confirm our agreement of this afternoon for me, Alex (buyer) to purchase the Ferguson Winery and Ferguson Wine Company, Inc. from Bob and Betty (sellers) for the amount of $5,000,000.00 as follows:

Purchase of the property shall include all 20 acres of land; all the farming machinery and wine making equipment; all the secret wine blend formulas; all the shares of Ferguson Wine Company, Inc.; the barn, house, cellar, and structures on the premises; and all barrels of wine on the premises. Purchase of the property will also include all crops and animals on the property. Buyer agrees care for and maintain all the animals, and said animals shall remain on the premises, for the rest of their natural lives.

Purchase of the Ferguson Wine Company, Inc., shall include 100% ownership of the company and all formulas for wine blends of the Ferguson Wine Company, Inc.

If you agree with these terms, please reply to this email with confirmation of your consent to our agreement."

Betty opened and read the email at 10:00pm that same night. Betty woke up Bob who had passed out on his couch after the long day of wine-tasting with guests.Betty asked Bob , "Did you talk to that kid Alex about selling our vineyard and winery? Alex's email sounds very detailed. How long did you talk?"

Bob told Betty, "Oh, we chatted a couple hours while tasting wine. Don't worry, that kid will never get that kind of money. Just reply 'Yeah sure kid. Sounds good' Ha-ha (laughter)."

Betty then replied to Alex's email typing the words "Yes. Sure, sounds good."

Alex received the Bob and Betty's email reply. The following day (January 4), Alex sold 50% of the stock shares in ownership of ABC for $5,000,000.00. Alex also hired and paid $25,000.00 the corporate law firm of Dewey, Cheatham, and Howe, LLP ("Dewey, Cheatham and Howe" or "DCH") to complete the transaction. Alex also entered an agreement with a professional agri-business company to care for the animals and crops on the farm paying for 3 months in advance, the amount of $15,000.00.

The same day, DCH drew up all the documents, opened a bonded escrow company, AAA Escrow, account #2022-12345 for which Alex paid AAA escrow fees $10,000 to cover their services.Alex then deposited $5,000,000.00 into the escrow. DCH also sent a same-day courier service hand-delivery certified letter with additional transactional documents to Bob and Betty at the Ferguson Winery. The letter from DCH stated:

"This letter will serve to complete the transaction between our client, Alex Adame (buyer) and Bob and Betty Ferguson (sellers), for the purchase of the Furguson Winery and Ferguson Wine Company, Inc. as detailed in the email correspondence of January 3.

Enclosed with this letter, please find Joint Escrow Instructions for escrow account #2022-12345 with AAA Escrow for your signature. Also enclosed, please find a deed we have prepared for transfer of title and ownership of the winery.

You are to execute the deed before a notary and deliver it to AAA Escrow. Also, you are to deliver all stock certificates, or a transfer of all shares, in Ferguson Winery Company, Inc. to AAA Escrow.

As indicated in the Joint Escrow instructions, AAA Escrow will deliver $5,000,000.00 to you simultaneously upon the transfer of title to the Ferguson Winery and ownership of Ferguson Wine Company, Inc. to my client Alex Adame.

This office represents the buyer, Alex Adame. It is advised that you seek the advice and consultation of an attorney to represent you in this matter."

Upon opening the letter on January 5, Betty shouted at Bob, "What is this? After thinking about it over night, I do not want to sell for any amount of money. Tell them there's no deal."

Bob then calls DCH and tells the attorneys:

"There is no deal.My wife and I never intended to sell anything. That young city-slicker kid has been talking about their drunken whimsical fantasies of owning the winery for years. We thought it would be funny to joke around at that kid's expense, when we jokingly said we would sell. We ain't selling nothing and we ain't going nowhere!!!"

After numerous verbal requests, email correspondence, and written demands over a period of 60 days from DCH Law Firm, Bob and Betty continued to refuse to participate in any transaction and refuse to respond. DCH files a Lawsuit entitled: Adame v. Ferguson

A) State and define the 5 essential elements in the formation of a valid enforceable contract:

i) __________________

ii)__________________

iii)__________________

iv)__________________

v) __________________

B) Analyze and Discuss, for each of the 5 essential elements of a valid enforceable contract stated in response to 1), based on the facts provided, whether each is, or is not, present and/or satisfied:

i) __________________

ii)__________________

iii)__________________

iv)__________________

v) __________________

C) Does the UCC or Common Law of Contracts apply to this transaction? Explain why, or why not. Discuss.

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D) Analyze and Discuss (IF the Court were to determine that a contract existed) whether it would have been an Express or an Implied contract:

i) Define an Express contract

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ii) Define an Implied contract

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iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine a contract existed) why you believe it would have been an Express or an Implied contract.

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E) Analyze and Discuss (IF the Court were to determine a contract existed) whether it would have been an Executed or an Executory contract:

i) Define an Executed contract

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ii) Define an Executory contract

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iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine a contract existed) why you believe it would have been an Executed or an Executory contract.

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F) Analyze and Discuss (IF the Court were to determine a contract existed) whether it would have been a Bilateral or a Unilateral contract:

i) Define a Bilateral contract

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ii) Define a Unilateral contract

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iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine a contract existed) why you believe it would have been a Unilateral or a bilateral contract.

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G) Analyze and Discuss (IF the Court were to determine NO valid enforceable contract existed) how the concept of Quasi-Contract rights, or the doctrine of Promissory Estoppel and Detrimental Reliance, apply to promise to sell the vineyard and wine company:

i) Define a Quasi-contract

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ii) Define Promissory Estoppel and Detrimental Reliance

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iii) Explain based on the facts given, and your knowledge of contracts (IF the Court were to determine NO valid enforceable contract existed) how the principles of Quasi-Contract or Promissory Estoppel and Detrimental Reliance might have been applicable.

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H) Analyze (IF the Court were to determine a breach of contract occurred) what remedies are available:

List and Define 5 Remedies in Equity available (Equitable Remedies):

i) __________________

ii)__________________

iii)__________________

iv)__________________

v) __________________

I) Analyze (IF the Court were to determine a breach of contract occurred) how remedies in equity are assessed and applied:

Explain and Discuss, based on the facts presented, what each remedy would be, for each of the 5 Remedies in Equity listed in above.

i) __________________

ii)__________________

iii)__________________

iv)__________________

v) __________________

J) Analyze and Discuss (IF the Court were to determine a breach of contract occurred) how Legal Remedies are calculated and applied:

i) Define Legal Remedies (as opposed to "Equitable Remedies")

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ii) Explain and Discuss (IF the Court were to determine a breach of contract occurred) how legal damages should be calculated, based on the facts presented, and give an explanation for how you would award damages if you were the Judge.

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K) Based on the facts presented, your understanding of Contracts and the Law, if you were the Judge in a bench trial, what would be your ruling in the case: Adame vs. Ferguson?

i) Who would win the lawsuit Plaintiff or Defendant?

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ii) What would you award as your judgment to the prevailing party?

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ii) Explain and Discuss (your judgement) using the IRAC Method, the legal justification and factual basis for your ruling.

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