Directions, Formatting, and Submission After studying all of the assigned learning materials--and especially focusing on the elements, steps, and/or factors discussed in them--read the scenario below and address the prompt that follows. While preparing your responses to the prompt, be sure to consider the following grading standards for what is considered "A" work: 1. Conclusion (5 points): Begins response with a concise, clear, and reasonable assertion that directly addresses and incorporates the issue that the problem presents. (Usually, one sentence should suffice.) 2. Rule (Rule of Law) (30 points): Explains the rule(s) of law applicable to the issue(s) arising from the facts. Teaches the reader the legal rules that are required to address the problem. In other words, the response explains the relevant law (legal rule) and breaks it down into the proper elements and/or factors as necessary. 3. Analysis (30 points): Applies the rule to the facts: Articulates the supporting reasoning for the conclusion by applying/linking the rule (and each element and/or factor in the rule) to the relevant facts. Uses relevant and proper legal terminology drawn from the assigned learning materials. Highly distinctive responses may further support reasoning through appropriate comparisons to analogous issues in cases (precedent) that may have been examined in the assigned learning materials. 4. Organization, Language Mechanics, and Professional Style (15 points): Follows a format and organizational structure that breaks the response into three distinct sections: (1) Conclusion, (2) Rule, and (3) Analysis. Writing is clear, concise, and free of errors. Uses professionally acceptable and coherent grammar and paragraph/sentence structure. Uses relevant and proper legal terminology drawn from the assigned study materials. To ensure your compliance with parts 1 through 3 above, pay close attention to the standards set forth in the Case Study Writing Guide. The formatting and submission requirements are as follows: 1. Use the attached Unit 6 Memorandum Template and its guidelines/directions for preparing your response in a Word document (not Google Docs, Pages, PDF, or other formats). 2. Double-space the text. Use one-inch margins. 3. Upload the document to Blackboard (go to the "Assignment Submission" section and use the "Attach File" function by clicking on "Browse My Computer" to upload your response). Scenario The following facts are based on a lawsuit in which ABC Pistachio Co. sued DEF Pistachio Co. for breach of contract. ABC Pistachio Co. is a pistachio shelling company operating in Anytown, Wisconsin. DEF Pistachio Co. is a competing pistachio sheller located in Sometown, Wisconsin. Because there is no established pistachio commodities market, pistachio shellers and other businesses handling pistachio products often use Brokers to buy and sell pistachios. Typically, the brokers fee is paid by the seller. The transaction in this case was brokered by the creatively named Brokers Co. ABC and DEF have both used Brokers Co. several times, previously, as well as other nut brokers, to buy and sell pistachio products on their behalf. In mid-September 2019, Chad, president of ABC, called Tiffany, a pistachio broker with Brokers, and asked them to find pistachios for his company to buy and to have delivered to his shelling facility. Chad requested that ABC not be identified as the buyer when Brokers contacted potential sellers. According to Chad and Tiffany, that is not an unusual practice. Brokers solicited offers from several pistachio shellers, including DEF, and conveyed them to Chad. After reviewing the offers, on September 20, Chad asked Tiffany to communicate a counteroffer to DEFs manager, Brodie. Specifically, the counteroffer was an offer to buy 3 million pounds of 2019 crop round Fandoghi shelled pistachios for $.50 per pound, to be delivered on the 15th of each month through December 2020. Tiffany testified that she called Brodie, and told him the counteroffer, and Brodie verbally accepted the counteroffer that same day, September 20. After Brodie accepted these terms, Tiffany revealed that ABC was the buyer. According to Tiffany, Brodie audibly sighed upon learning that a competitor was involved in the transaction, and said "Oh well." Later, in court, Brodie testified that, although he did accept the deal when Tiffany presented the counteroffer, he decided that he didn't want to do business with ABC after all, so he didn't forward a written contract to ABC. On the same day (September 20), Chad prepared and emailed DEF a written confirmation of the sale of pistachios that Brokers brokered. The confirmation stated: We confirm a Sale and Purchase Transaction as described below. The confirmation listed the names and addresses of the seller and the buyer, as well as terms covering price, quantity, quality, crop year, delivery schedule, and payment method. After receiving the confirmation email later in the day on September 20, DEF did not respond or send ABC a written contract. However, Tiffany continued communicating with the parties to finalize the logistics of the deliveries. For example, on September 25, she conveyed to Chad that the DEF shipping manager told her that DEF would haul the pistachio loads. They also discussed increasing the volume of the monthly shipments, but Brodie told the manager that he wanted to stay at 6 loads a month on the ABC Pistachio contract for right now. DEF did not raise any objection to the email confirmation until late January 2020, when Brodie ordered the shipping manager to cease fulfilling any more orders unless ABC started paying $.75 per pound. Brodie testified that he did not see the need to respond to the confirmation because it didn't mean anything. Beginning in January 2020, DEF took the position that the deal between DEF and ABC was unenforceable because a condition precedent had not occurred due to the fact that DEF had not issued a written contract. DEF's refusal to ship the pistachios resulted in ABC's ability to fulfill orders from its clients, which caused financial losses. In response, ABC filed suit against DEF for breach of contract. Prompt The elements of a contract exist (i.e., there was an offer, an acceptance, consideration, capacity, and legality). Based on the scenario, discuss whether the contract is enforceable against DEF. (Remember to follow the directions above, paying special attention to the grading criteria and Case Study Writing Guide.)