Frank Wilson telephoned "Caribbean Holiday Travel Ventures" on September 20, 2018 in response to an advertisement he saw on the web in which a site for VEGAN.COM offered a December 2018 Christmas holiday vacation excursion which included a 10-day cruise from Miami, Florida to the islands of St. Thomas and St. Croix in the Caribbean. The travel agency offered the all-inclusive "package" for $5000.00 per person.

The dates of travel were departure on December 21, 2018 from the port in Miami with a return on December 30, 2018.

The package being sold by "Caribbean Holiday Travel Ventures"( known as "CHTV") was to include first class cabin accommodations, all meals, evening entertainment, on board casino and other amenities one would expect with a luxury cruise. In addition to all the luxury accommodations and services being offered as part of the cruise, Wilson was very attracted to the fact represented by "CHTV" that all meals and snacks included in the travel package were full meals and all snacks in which all items and choices made, prepared and served on the cruise were certified as being in 100% in compliance with the strict criteria set by the "American Society for the Certification of Vegetarian Food Standards". Wilson was a sincere and legitimate adherent to the vegan lifestyle and practiced it with total commitment and observance.

In fact, Wilson and his family practiced Zen meditation and yoga combined with strict adherence to the vegan life style as a means of achieving inner peace and balance.

"CTHV" guaranteed all of its customers who signed up for the cruise that if any one packaged and preparedfood item. product or ingredients brought on board the ship and sold as part of the package were not 100% pure vegan, the customer would get all his money back, guaranteed, no questions asked.

Therefore, and based on the representations in the web site ad, Frank Wilson told the " Caribbean Holiday Travel Ventures" representative in his phone call on September 20, 2018 that he wanted to book the Christmas cruise for his family, which would be a total offive (5) people. The representative told him the total cost, "all inclusive", would be $25,000. Wilson said "fine" and gave the representative his contact information and the names of all the family members joining him for the cruise. He said he would deliver a Cashier's Check for the full price of $25,000 when he and the family arrived at the ship's terminal for check-in on the date of departure, being December 20, 2018. The representative said that would be fine and told Wilson that she would meet him at the check-in desk at the Miami terminal on the date of departure and upon presenting the full payment of $25,000.00, Wilson and his family would come on board and shown to their state rooms.

The cruise was scheduled to leave the Port of Miami on December 20, 2018 at 10:00am. However, on September 30, 2018, Frank Wilson emails "CHTV" and states that he is cancelling the trip.Wilson asks "CHTV" to confirm his cancellation by return email.Wilson said he was sorry but claims that this is a case of "no harm ....no foul" since he tells "CHTV" that no valid and binding contract ever came into existence between the parties and therefore, "CHTV" has no legal basis to claim it lost any money at all.

The financial loss suffered by "Caribbean Holiday Travel Ventures" out of pocket expenses were $15,000 due to the fact it had been unable to find 5 replacement travelers as of the start of the lawsuit as well as due to the quantity of specialized, custom made and packaged vegetarian/organic food items it had already ordered and purchased from the food supply company for the Wilson family for the 10 day cruise."CHTV" had already ordered the special vegan/organic packaged food before Wilson's cancellation and had already been billed for $5000.00 by the vegan wholesaler.

"Caribbean Holiday Travel Ventures" now sues Wilson for breach of contract in New York State Supreme Court, Monroe County for its "out of pocket" damages and consequential damages with a combined total of $25,000.

Wilson's attorney argued that the lawsuit must be dismissed based on the contention that the contract was not enforceable because it violated the UCC's Statute of Frauds and was not in writing. (UCC 2-201(1)).

"CHTV" argued that the excursion package was not the sale of "goods" as defined under the UCC and therefore the writing requirement for a sale for more than $500 was not applicable.

1.Set forth your written argument on behalf of the plaintiff, "Caribbean Holiday Travel Ventures", as to why the court should rule that the oral agreement it entered into with Wilson is fully enforceable.Be sure to address the Statute of Frauds rule both under Common Law and under the UCC.

2.Set forth your written argument on behalf of the defendant, Wilson, as to why the court should rule the contract was for the sale of "goods" as defined under the UCC and therefore the UCC Statute of Frauds applies.

3.Be sure to include your legal definition of "goods".Point out specifically what you claim is tangible as part of the purchase price of the excursion.Also, be sure to address the possible distinction and legal effect of the vegan food items purchased by "CHTV" for use by the passengers and for food preparationincluded canned, pre-packaged and wrapped individual items, which would be opened and used to prepare meals as well as to sell separate individual items as snacks for the passengers.

4.Address the issue of monetary damages as argued by "CHTV" and how its award of damages is broken down into separatedefined categories and the amount per category you would award.

5.Set forth your legal argument in favor of Frank Wilson that there was no binding contract and why not.

6.Also, argue Wilson's legal argument that CHTV should receive no out of pocket damages because it made no effort to reduce its loss. Also, argue CHTV's position that it was incapable of reducing its loss. Argue both contentions.

7.Set forth your written Decision you believe the Judge should rule and issue in this case based on the relevant facts and the application of the relevant law to those facts.

A.Address in your Decision the "predominant factor test" and why and how it may apply to this case. Which party would want to argue this test and why?

B.Address in your Decision what facts point to the sale of "tangible property" and what facts point to the sale of "intangible property". What is the relevancy in determining the difference between those two types of property in deciding the outcome of this case?

C.Also, address in your decision whether there was partial-performance of contract by CHTV and therefore it did not have to prove a signed contract to be awarded money damages.

D.Was this a quasi-contract and if so, why?Explain your reasoning.

E.Set forth the nature of money damages that the court may consider awarding if it finds the parties had a quasi-contract and that "CHTV" partially performed its end of the contract.

F.Set forth the outcome of the case and your reasoning for your Decision.