Lord Berkeley Corp. recently concluded its discussions with Dewey, Cheatem & Howe, a mid-sized

accounting firm, after rejecting a Big-5 accounting firm's offer to undertake an annual company-wide

audit at higher hourly rates. Lord Berkeley Corp. was in search of a reputable accounting firm to

conduct an audit of its public bidding contracts and its revenue derived therefrom and to provide the

results of its audit within thirty to sixty days. Initial discussions with a Big-5 accounting firm occurred in

this manner:

After initial telephone discussions, the Big-5 Accountants forwarded a written proposal for services to

Lord Berkeley Corp.'s President that contained a fair, flat project rate to Lord Berkeley and indicated that

the "Accountants agree to use their best darn efforts in accordance with reasonable and professional

practice standards to complete the requested corporate audit within sixty (60) days." Because of the

time-sensitive nature of the work, the Big-5 Accountants Proposed Agreement was sent via overnight

mail on Tuesday afternoon and provided that "this Agreement and all offers contained herein shall be

null and void if not signed, accepted and faxed within 48 hours of receipt by the Lord Berkeley

Corp." Lord Berkeley Corp.'s mailroom received the Big-5 Accountant's written proposal for services on

Wednesday around noon and the President personally received the Proposal on Wednesday afternoon

at 5:00 p.m., just prior to the close of business and right before he left the office on that day.

On Friday morning, the President dictated a cover letter and left a signed copy of the Big-5 Accountant's

written proposal Agreement with his Secretary with explicit instructions to send and fax it back ASAP to

the Big-5 Accounting firm. The cover letter indicated that the hourly rates and everything else in the

agreement was acceptable and underscored that the audit work be performed and completed within 60

days. The President's Secretary personally mailed the signed cover letter and signed Agreement to the

Big-5 Accounting Firm in a properly addressed envelope at 4:00 p.m.,

i.e

., within 48 hours of the

President's receipt of the proposed written Agreement. However, the Secretary neglected to fax the

signed letter and Agreement to the Big-5 Accountants before leaving work on that Friday. Horrified that

night by her failure to do so, the President's Secretary rushed into the office on Saturday morning and

faxed a copy of the President's signed letter and the signed Agreement to the Big-5 Accountants' office

around 9 a.m.

A. Is there a legally binding and enforceable Contract between the Big-5 Accountants and Lord Berkeley

Corp.? Explain your response and identify all of the relevant legal principles that guided your analysis

and conclusion. (Max. 7 Points)

B .If the parties had reached the same agreement on all material terms verbally via telephone, would the

Statute of Frauds require this type of professional service agreement to be in writing? Explain. (Max. 3

Points)