The issue at hand is whether Burger Queen violated their duty of good faith towards Scheck by opening a new store close to his existing franchise, knowing it would harm his business. Scheck can assert that Burger Queen had an obligation to act in good faith and not take actions that would damage his business.

Burger Queen can argue that the Franchise Agreement clearly states that Scheck has no territorial, market, or area rights in the geographic region. They can claim that they are within their rights to open a new store in the same location and that Scheck was aware of this provision when he signed the Agreement.

The principle of good faith, requiring both parties to act honestly and fairly towards each other. However, the explicit language of the Franchise Agreement stating that Scheck does not have any territorial rights may limit this in his case.

The court case of Southern Foundries Ltd v Shirlaw held that there is an implied term in a contract that parties will act in good faith towards each other. This case supports Scheck's argument that Burger Queen should have considered the impact on his business before opening a new store.

In the case of Wood v Lucy, Lady Duff-Gordon established the principle that an implied term can only be found if it is necessary to give the contract business efficacy. Burger Queen can argue that the explicit language in the Franchise Agreement regarding territorial rights negates the necessity of implying a duty of good faith.

In conclusion, both parties have valid arguments. Scheck can argue that Burger Queen violated their duty of good faith by opening a new store that harmed his business. However, Burger Queen can rely on the explicit language of the Franchise Agreement to defend their actions. The outcome of this dispute lies in the interpretation of the Agreement and the principles of good faith in contract law.

2. The legal argument of Major State University's (MSU) rejection of the first 100,000 of "Horns of Excellence" and its refusal to pay Acme Publishing Co, relies on the UCC's provisions in order to evaluate the parties' rights and obligations in sales transactions. Under UCC 2-601, buyers are allowed to reject goods if they fail in any aspect to conform to the contract. MSU's contract with Acme specified that the book cover should be in Shorthorn Orange _(TM)The delivery of books in Volunteer Orange _(TM), Despite being a color difference that might be undetectable to many, constitutes a non-conformity under this provision. This non-conformity provides a basis for MSU's rejection of the books. The determination of the rejections, propriety needs to take into consideration the materiality of non-conformity. In the case of of Jacob & Young V. Kent (1921), the court held that minor deviations that do not affect the essence of the contract may not warrant breach. Evidence shows that most fans cannot tell the difference between the two colors, making the issue not material. Regardless, the specific requirement for Shorthorn Orange _(TM) , illustrates the degree of importance MSU placed on this particular detail, supporting their right to reject non-conforming goods. UCC 2-508 allows the seller the right to cure the non-conformity if the time for performance has not yet expired. Acme's offer to change the color on following shipments can be interpreted as an attempt to cure the defect. In UCC 2-216, which addresses instalment contracts, permits rejection of non-conforming installments if it substantially impairs the value that cannot be cured. The case of O.W. Roofing v. Cope (1975), substantial performance with minor defects did not warrant complete non-payment, serves as precedent in Acme's favor. Acme can argue substantial performance of the contract, at least for the cost of the non-conforming books. At face value MSU's rejection of the non-conforming goods appears justified under UCC 2-601 to the specific contractual requirement of Shorthorn Orange _(TM), the scenario also shows that Acme may be entitled to some form of compensation under UCC 2-508 and 2-216. Taking into consideration the possibility of a cure and the principle of substantial performance. The significance of the contracted color holds substantial value for MSU, giving weight to the strict adherence to the specifications. It reflects a legitimate effort to preserve the integrity of its brand identity.