For this assignment we revisit our favorite food companiesAcme Snausages, LLC ("Acme") and American Weenies, Inc. ("Weenies")shortly after the resolution of the Condiment Division fandango (in which Acme retained the division). During the extended exchanges throughout the fiasco, it became apparent that despite their bitter rivalry, the companies also had an opportunity to collaborate. The CEOs of the respective companies, when meeting in a smoke filled room, agreed to have their companies jointly pursue formulating, manufacturing, and marketing the super food of the futuretofu pickles (more tofurkey than pickled tofu) known as Tofickles^TM!

The two companies executed the following agreement (written, of course, on the back of a napkin):

Acme and AmWeenies agree as follows:

1. Acme and Weenies shall, in 10 days, jointly file articles of organization to form a new manager-managed LLC to be called Tasty Tofickle, LLC ("Tasty"). The newly formed entity shall be owned 50-50 by Acme and AmWeenies. All Tasty profits will be split evenly.
2. Each company will, immediately on formation, contribute $500,000.
3. Tasty's purpose shall be to create & sell the Tofickles^TM and associated products, and continue until both parties agree to close Tasty.
4. Acme and Weenies shall each work in good faith to promote the Tasty venture.
5. AmWeenies shall: (1) transfer to Tasty $5,000,000 (some of the money not spent in acquiring the Condiments Division); and (2) assign the employment contracts for 3 marking/sales and 3 formulating scientists employees.
6. Acme shall transfer to Tasty: 1 tent factory; 1 Great Hyperlobic Omnicognate Neutron Wrangler^TM computer system and associated operating software;.
7. The management of Tasty shall be appointed and removed only by the members as follows: Acme will appoint the Tasty CEO/Manager and Weenies will appoint all other executives.
8. Time is of the essence in all things under this agreement.
9. Any dispute arising from Tasty or this agreement shall be resolved in hand-to-hand combat to the deathgladiator style.[1]

The agreement was signed in blood by both individuals (as a result of a freak cocktail fork accident) and, having learned their lessons, both companies thereafter adopted Board resolutions and Manager consents ratifying the agreement.

Question 1. Based on the above facts, discuss whether and to what extent the napkin contract is enforceable.

Question 2. Based on the above facts, discuss what property interests are implicated in the Tofickles^TM venture and, perhaps more importantly, what additional steps need to be taken to effect the intent of the Tasty deal.

After Tasty was up and running, Acme sent over a Commodore 64 instead of the Neutron Wrangler^TM. Acme's CEO was heard cackling to the new CFOthat'll screw ol' Weenies! bwaa ha ha ha!!

Question 3. Based on the additional facts presented, discuss whether and the nature of any breach of the napkin contract and appropriate remedies.

[1] The companies, clearly smarting from the Condiment Division lawsuit, wanted a different dispute resolution method.