CONTRACT LAW QUESTION: Benny is a vintage car dealer. Benny acquires inventory by using different buyers in different counties who make the purchases on his behalf. The buyers receive credentials from Benny to prove that they are authorized to make the purchases on his behalf. Similarly, Benny also provides contract forms so that the buyers so that they can enter into contracts with sellers.

Manny, one of Benny's buyers happens to stumble upon a rare vintage vehicle. The vehicle is up for sale for $100,000 and Benny usually allows his buyers to spend up to $100,000 on the vehicles which is also stated on the contracts. However, Benny had recently had a phone call with Manny stating that for the time being he should not spend more than $75,000. Despite this, Manny ignores the fact and enters into contract to purchase the vehicle for $100,000. Manny does not mention to conversation he had with Benny stating the $75,000 limitation.

When Benny catches wind of this, he refuses to pay the seller. Is Benny liable to the seller?

Does such a contract agreement fall under common law, or the UCC?