Peter is president of small closely held construction company, Famile Sidewalk Inc. Incorporated in Vermont. Peter is the son of the founder of Family Sidewalk Inc, Paul, who also sold a majority interest to Pete last year while maintaining a minority equity interest in the company. Peter is always looking for a fast buck, so as to prevent Peter from destroying the family business prior ro providing Peter with the majority interest in the company, Paul amedned the Article of Incorporation of the business in relevant part limiting the purpose of the corporation ''is limited solely to the installion and maintenance of sidewalks in the state of Vermont.''

Prior to the summer constuction season, Peter is figuring out what projects he will bid on. He bids $100,000 for a sidewalk project in Littleton, NH. He is also interested in bidding on two projects in Burlington, VT. Prior to submitting the bids, Peter is approached by Damion, the owner of Family Sidewalks main competitor for building sidewalksin Vermont. Damion tells Peter that instead of underbidding each other they should just agree in advance that Damion will get on of the Burlington sidewalks jobs and Peter will get the other job. Damion tells Peter, that Damion estimates that the reasonable value of each job is $150,000, which is the same estimate Peter came up with for these jobs. Damion hatches a plan that Damion will bid $300,000 on the first job and $600,000 on the second job if Peter will bid $600,000 on the first job and $300,000 on the second job, that way they will both make a lot of money as no one else is likely to bid on these jobs. Peter readily agrees to Damions offer to split the work and they sign a written contract to that effect. Peter gives the Agreement to his Accountant Alice for safekeeping, telling her not to surrender this to anyone.

In preparation for the work, Peter orders $10,000 of sidewalk forms from Caldwell, concrete form supplier from Manchester NH, who pursuant to a fully executed, enforcable written contract, will ship the forms to Peter in Burlington ''CIF Manchester NH''. Despite paying up front for the forms, the forms never arrive at Peter's place of business in Burlington VT due to no fault of either Peter or Caldwell.Peter demands a refund of the $10,000 payment, but Caldwell refuses, saying the loss of the firms is not Caldwell's problem but rather Peter must deal with the loss of the forms.

The next day, the city of Burlington opens sidewalks bids, and as Damion stated, only Damion and Peter supplied bids, but contrary to Damion's contract with Peter, Damion bid $300,000 on the first job and $295,000 on the second job so Damion was awarded both jobs. Peter is furious and immediately files a suit agains Damion for breach of contract alleging the contract to fix the bidding process so they would both get one contract from the City of Burlington. Later that day the police arrive at Alice's office with a subpeona demanding a copy of the contract between Peter and Damion alleging that it is a criminal violation to rig bids for public works. Alice calls Peter to ask what she should do, Peter tellsher to claim accountant-client privilege and not turn over the contract. Paul finds out about all this and demands Peter step down as a president of the family business and bars Peter from performing the Littleton NH sidewalk job.

Please Cite the Article 2 UCC code where applicable

Questions:

1) Discuss and explain whether Peter can enforce that contract against Damion for splitting the Burlington sidewalks jobs

2) Discuss and explain whether Peter can require Caldwell to return the $10,000 payment for the non-delivered forms