Adamentium Bike Company, Inc ("ABC") is a company that manufactures and sells bicycles and bicycle-related products. California Bike Stores, LLC ("CBS") is a company that owns a chain of several bicycle retail stores that sells bicycles, parts, and repair services to the public. On September 25, ABC enters transaction negotiation communications to sell 1,000 bicycles to California Bike Stores, LLC ("CBS") as follows:

CBS emails "This email will constitute our offer to ABC to purchase 250 red mountain bikes, 250 blue beach cruisers, 250 silver road bikes, and 250 BMX bikes, for price of $50 each, as described in ABC's website, delivery to CBS's main warehouse in Corona, California, by November 1, 2022."

ABC replies via email "Agreed 250 red mountain bikes, 250 blue beach cruisers, 250 silver road bikes, and 250 BMX bikes, for price of $55 each due to recent fuel and costs of production increases, to be picked up by customer at ABC's main warehouse in San Bernardino, California."

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

i) Define "Merchant"

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ii) Define "Goods"

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iii) Analyze and Explain whether the UCC, or Common Law of Contracts, or both, apply to the transaction

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B) Analyze and Discuss contract formation, terms, and obligations:

i) Explain and Discuss whether a contract was formed.

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ii) Explain and Discuss (IF the Court were to determine that a contract was formed) what are the terms of the contract.

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iii) Explain and Discuss, if on September 27, there is a warehouse fire, and all the bicycles are destroyed, who bears the risk of loss to the bicycles and why?

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