Axis Consulting v DBi Component Software

[1] DBi builds and licenses software components.

[2] DBi currently has a contract with AXIS Consulting Inc. whereby AXIS resells some of DBi's software component products.

[3] The license agreement between DBi and AXIS is up for renewal.

[4] On Monday DBi presents a new contract to AXIS wherein it stipulates that the licensing fees paid by Axis will increase.

[5] AXIS protests indicating that the new fees are predatory and too high.

[6] DBI indicates that unless AXIS agrees to the new fee structure there would be no new contract, further, the DBi offer will only remain open until Friday of that same week.

[7] On Tuesday, DBi is approached by Cranium Software, another reseller who offers to pay the higher fees but requires Dbi to enter into an exclusive agreement with them (meaning DBi cannot enter into an agreement with any other reseller, including Axis Consulting.)

[8] On that same day DBi accepts Cranium's offer and faxes acceptance which is received by Cranium that day.

[9] On Wednesday, Axis Consulting, upon hearing that DBi has entered into another agreement, Axis Consulting faxes acceptance to DBi which is received that day.

[10] DBi replies to Axis Consulting indicating that the offer to Axis is no longer open for acceptance and that DBi has signed an exclusive agreement with another party.

[11] Axis is now suing arguing that the offer from DBi was open for acceptance when Axis accepted on Wednesday.

1. What legal argument could Axis make to support their claim that a contract exists.(use legal language and concepts, cite paragraph numbers to support your position)

2. What legal argument could DBi make to support their claim that no contractexists with Axis Consulting? (use legal language and concepts, cite paragraph numbers to support your position).