In 2016 The ABC Partnership ("ABC") built a recreation center ("Recreation Center") in Ocala, Florida that included a batting cage and other attractions for kids. To finance the initial building of the Recreation Center, ABC borrowed two million dollars from Sunny Bank ("the Loan"). The written documents (Loan Documents) provided specific terms requiring ABC to repay the Loan over ten years in specified monthly payments. For three years after its 2016 opening, the Recreation Center was a smashing financial success, and ABC timely made all monthly payments on the Loan. However, in 2019 business started to decline dramatically for the Recreation Center as a result of new competition, with Dave and Busters and two other competing recreation centers opening in Ocala. Due to its diminishing cash flow, ABC failed to make the required monthly Loan payments to Sunny Bank for the months of May through June 2019. In the event of ABC's failure to timely make monthly payments, the Loan Documents authorized Sunny Bank to demand ABC immediately repay the entire ten-year Loan ("Acceleration of the Loan"). In August 2019, Sunny Bank accelerated the Loan, sending a letter to ABC demanding payment of the entire Loan amount. Sunny Bank's letter notified that the Bank would file a lawsuit to recover the entire Loan amount if the entire Loan was not paid in full within two weeks. ABC's managing partner, Jeff Spagnoli, had exchanged a series of letters with Sunny Bank before the acceleration, explaining ABC's financial problems and ABC's plans to increase cash flows. Spagnoli's final letter to Sunny Bank in August provided cash flow projections and requested that Sunny Bank modify the terms of the Loan Documents to allow ABC to catch up on the missed payments over one year. Spagnoli's final letter to Sunny Bank specifically included all contract terms to be included in the loan modification, including dates and amounts for payments (Modification Terms). After receiving ABC's demand letter for full repayment, Spagnoli met (the "Meeting) with Dale Camillo, a Sun Bank "workout specialist." Camillo had the authority to make initial decisions for the Bank concerning proposed modifications on "problem loans." Camillo had reviewed ABC's Modification Terms, and in closing the Meeting, Camillo told Spagnoli he thought Sunny Bank would be agreeable to the Modification Terms. The day after the Meeting, Spagnoli hand-delivered a letter to Sunny Bank confirming that Sunny Bank and ABC had agreed the Loan would be restructured pursuant to the Modification Terms. Meanwhile, after the Meeting, Camillo thought more about the Modification Terms and decided a modification was not in Sunny Bank's best interest. ABC heard nothing back from Sunny Bank after the Meeting. Two weeks after the Meeting, Sunny Bank filed a lawsuit (the "Lawsuit") against ABC and its partners to recover the entire accelerated amounts on the Loan. ABC and its partners defended the Lawsuit, maintaining there was an agreement to restructure the Loan according to the Modification Terms. Assume the Modification Terms included all terms necessary for a new loan agreement. Answer the following questions: Did an offer and acceptance occur, creating an enforceable contract to modify the Loan Documents to include the Modification Terms? (Assume that contractual consideration is present for purposes of the modification)? what facts were critical and what legal principles you applied in reaching your decision in answering Question 1. Assume these alternative facts. Immediately after the Meeting, Camillo mailed Spagnoli a Letter ("the Camillo Letter") indicating that the Bank accepted the Modification Terms, but specifying in the letter that a written Modification Agreement would have to preliminarily be drawn up by Sunny Bank's lawyers in wording acceptable to the Bank's lawyers to be signed by all parties. However, two hours after the Camillo Letter was mailed, Camillo had a change of heart and telephoned Spagnoli at ABC and told Spagnoli to disregard the Camillo letter when received as that Sunny Bank had decided not to proceed forward with a loan modification