Thanks a lot guys for coming in a little early. Absolutely. Glad to be here. It's almost your restaurant. You call it Hal and Sophia's or Sophia and Hal? (laughing) (laughing) No; it will always be Jack's/ It will always be Jack's. Yes; that's true. It's basically going to be the same great place, same great food. I mean people are going to know what they're going to get when they come here. So, it's - it's - we're excited. Great. Great. We need to obviously go over some of the menu items that of some of my recipes that, I'm obviously going to be retaining. So, we can you know negotiate those changes before we go into the closing. You know the - the frozen food line that some of which are fresh on the menu. But I'm going to be retaining the - the frozen food line. I'm - I'm sorry (laughing). This is the first I've heard of this. Have you heard of this - of this? No. We. No; this was - this was. I - I - I mean I'm sorry; but I thought we were buying Jack's, which is Jack's. You - you are (laughing). And, we have the frozen food which is right here. I mean it's a few items on our lap. But, those are signature items of the - of the restaurant. Right, and that's. This is what people come in here for. Those are. Yes. I know. Those. Right. They're only a few items, but those are the ones that I need to retain in order to have you know some revenue flow in my retirement. And. Well. But we - I'm sure we can work out how that's done. Wait a second just before we go any further. I helped develop a lot of those recipes. I mean in ten years. While you were here. That I mean you didn't even have the frozen food before I got here. While you were - while you were working for me. And, I mean right, exactly. But, that was part of what we did together was develop this frozen foods. And - and I put a lot of my creativity into developing those. It's (Inaudible words - speaking at the same time). Those are the signature dishes of the restaurant. I mean that's the stuff people kind of at least at this point come in to the restaurant for is the frozen food line items in the restaurant. All right; and those are mine. Those are my trade secrets. Right. But, did we. So, we're - we are very - we're very vulnerable if we. If you take away the signature items, very vulnerable. Yes; I mean. I'm not taking away any items. I'm just going to - just the frozen food items that - that have you know come over from the - from the fresh menu, I - I need to retain those. It's very important for us that we not be in competition with you (laughing) after you - you leave. I don't think you would be in competition with me. Well, if you maintain the foods, if you say I mean honestly, I was - I was speaking with my - my brother-in-law, who's been acting as our lawyer. And, he - he strongly suggested that I ask you to sign a - a non compete clause. I'm not going to be opening a restaurant. Well, exactly; that's what I told him. And, I said well, I - I don't know. Is that necessary, because he's not going to be opening a restaurant? He's going to be out playing golf and having a great time. Absolutely. But, he said yes; just to make sure you get - you're you know to be absolutely safe, you know do this is as if you know just to be professional. That it would be. Like an - like an insurance policy. Exactly. That it would be - that we should have you sign this. And, it's - it's simple. It's like you know for five years, within the radius. Five years. Of ten miles. Yes. Five years. It's standard I believe. That's not standard. I - I mean I don't know. But, it's - that's I could never - could never agree to five years. I don't know what I'm going to be doing in five years. I mean I have no plans obviously to - to open up any restaurants. Well imagine if we - we buy this great restaurant. It - well it's called Jack's. And then you open up another place, you know. I'm not opening up another place. Exactly. So, why not sign the - the agreement? Right. Because I can't sign something that - that tells me what I can do for five years. That's crazy. It would be crazy of us to not have you sign something like that. We have to protect ourselves. You open something else, people that come here are now going to go there to get the signature dishes, which we no longer have, because they're now gone. I don't know what to say at this point.

1. Assume that Jack and Hal and Sophia enter into an agreement for the sale of the restaurant. Hal and Sophia get a loan from the Fourth National Bank to pay for it. When their first payment is due, however, they get a letter from Bank of North America stating that they bought the loan from Fourth National Bank. Which of the following is true?

a. Fourth National Bank made an assignment.

b. Fourth National Bank made a delegation.

c. Bank of North America became an intended third party beneficiary.

d. Bank of North America became an incidental third party beneficiary.

The correct answer is:

2. Assume that Jack and Hal and Sophia enter into an agreement for the sale of the restaurant. Hal and Sophia get a loan from the Fourth National Bank to pay for it. When their first payment is due, however, they get a letter from Bank of North America stating that they bought the loan from Fourth National Bank. If Hal and Sophia were to default on the loan, who would have rights under the contract to sue Hal and Sophia for non-payment?

a. Fourth National Bank only.

b. Bank of North America only.

c. Fourth National Bank or Bank of North America, but not both together.

d. Bank of North America and Fourth National Bank acting jointly and severally.

The correct answer is:

3. Assume that Jack and Hal and Sophia enter into an agreement for the sale of the restaurant. Part of the contract calls for Jack to clean the outside of the restaurant within fifteen days of the closing. Instead of doing it himself, Jack hires Spray-Wash, a cleaning company to do it for him. Which of the following is true?

a. Jack has made an assignment.

b. Jack has made a delegation.

c. Hal and Sophia became intended third party beneficiaries.

d. Hal and Sophia became incidental third party beneficiaries.

The correct answer is:

4. Assume that Jack and Hal and Sophia enter into an agreement for the sale of the restaurant. Part of the contract calls for Jack to clean the outside of the restaurant within fifteen days of the closing. Instead of doing it himself, Jack hires Spray-Wash, a cleaning company to do it for him. Which of the following is true?

a. Hal and Sophia can refuse the service from Spray-Wash for any reason because they are under no obligation to accept a delegation.

b. Hal and Sophia can refuse service from Spray-Wash because their expectations are materially altered.

c. If Spray-Wash does not do the job, Hal and Sophia may not recover from Jack, but only from Spray-Wash.

d. If Spray-Wash does not do the job, Hal and Sophia can recover from both Spray-Wash and Jack.

The correct answer is: