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Sally has owned Sallys Garden center. She is approached by David who wants to buy her business and building and land upon which is it

Sally has owned Sallys Garden center. She is approached by David who wants to buy her business and building and land upon which is it situated for a very significant amount. They are both of the age of majority, have full mental capacity and have no duress or undue influence when entering into and mutually execute a written contract for the sale of the business and the property which includes the following terms amongst many others:

27: This is the entire agreement between the parties there are no other agreements other than what is contained herein and any modification to this agreement shall not have any force and effect until executed by both parties and attached hereto.

28: Sally agrees that as part of the good will of the sale of this business she shall not own, operate or be employed by any other competing business selling any goods or services previously sold by her at Sallys Garden center for a period of 5 years anywhere in the county the business resides in.

29: David agrees to assume any financial obligations or unpaid invoices of Sallys Garden center in existence at the time of closing of this transaction on March 1, 2022.

Immediately after the closing, Sally gives David a bill from Peoples Bank for a line of credit taken out for the benefit of Sallys Garden center and personally guaranteed by sally requiring payment of $1,000 a month for 10 months beginning on March 15. David had not specifically asked Sally about any unrecorded debts and Sally had not disclosed this debt prior to the closing. When David complains to Sally about this, she tells him to come talk to her at Bens Garden Center across town where she will be consulting with Ben to boost his sales. After Sally leaves, David starts assembling the 100 lawn mowers that had just been delivered on February 29 from Larrys Lawn Mowers Inc, a lawn mower manufacturer, which had been accepted by Sally that day without opening the boxes. David discovers as he is assembling the lawn mowers that the bolts holding the blades to the mower are not the right bolts to do this job. As he is on the phone complaining to the sales person at Larrys lawn mowers inc., Ben comes in and wants to know if David will be able to deliver the promised 50 lawnmowers in two weeks that Sally had previously promised him in a written purchase order.

1) Can David bar Sally from being a consultant at Bens Garden center?

2) Is sally liable for payment of the line of Credit with first payment being due on March 15 if David does not pay on time?

3) Can David return the mowers to Larrys Lawn Mowers inc?

4) How can Ben receive a guarantee from David that the lawnmowers will be delivered on time or can Ben immediately seek alternative sources for his mower contract and sue David for the price differential? Discuss the legal issues involved with each of these questions and cite to UCC code sections where appropriate.

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