Maxim's Fusion Cuisine (hereinafter "Maxim's") offers to buy all of the tomato crop that Joe's Garden to You (hereinafter "Joe's Garden") can produce within the 2 years following the offer. Maxim's offered to pay $5.00 per bushel. Joe's Gardens telephones and says to Maxim's that he will sell all of his tomato crop for that period of time. A couple of days later Joe's Garden sends an email to Maxim's confirming the sale of tomatoes and adds that all controversies must be submitted to binding arbitration. The email further says that the price will adjusted every 3 months during the contract period.

Maxim's never responds to Joe's Garden's email. In the 4th month of the contract, Joe's Garden tells Maxim's that the price for the next 3 months will increase to $5.50 per bushel. Maxim's refuses to pay and Joe's Garden refuses to deliver any more tomatoes. Maxim's files suit in the District Court in the county where the restaurant is located. Joe's Garden files a motion to dismiss the suit, relying on the forum selection clause in its acceptance email. Analyze the issues that might arise in the hearing to determine the disposition of the motion and suggest the possible outcomes.

In preparing your answer explain any differences that might result if this contract were controlled by (a) the common law, (b) the Uniform Commercial Code (hereinafter "UCC"); and (c) the Contracts for the International Sale of Goods (hereinafter "CISG")