Your friend Julie Schnell, who lives here in Calgary, is a collector of rare vintage European sports cars. Through her network of fellow vintage car enthusiasts she has learned of a fully restored 1928 BMW 328i owned by Hans Kahl, who lives in Miami, Florida. It is her favourite sports car and she has been trying to buy one for over 10 years.

Julie has had several conversations with Hans about the car. During their calls, Hans made several statements or representations about the car and its condition, which have seriously elevated Julie's interest in buying it. She has told you; "I think this is the one!!"

The comments that are most important to Julie include:

• The the car was restored by Bavarian Carriage & Motorworks ("BCM") in 1985, which is a world renowned restoration company in Austria. However, Hans hasn't yet found the invoice from BCM for that work.
• The engine and chassis have the same serial number (BMV 121928A), which means the car has the original engine from the factory. A matching engine and chassis increases the "collector's" value substantially.
• The car was owned by only one other person, but Hans hasn't yet found the Bill of Sale for when he purchased it from the original owner back in 1970. Only two owners for a car this old increases its value as well.
• The car was never in an accident.
• The car is in mint condition with only 57,000 original kilometers and all the gauges work perfectly following the restoration. This is extremely low mileage, which also increases the value of the car.

Julie is so excited she wants to buy the car over the phone without flying down and looking at it and without Hans locating the papers regarding his purchase and the restoration work. Hans has offered to sell it to Julie for $1.5M U.S. She wants to offer him $1.35M U.S., which she believes is closer to its market value. Julie thinks he will accept an offer at that price. Hans told Julie he is leaving soon to Mallorca on vacation and if she is going to counter his offer, then his acceptance will likely be by sending her a postcard in the mail. It will allow him time to think about the counter.

Julie knows you are taking Business Law as part of your program at SAIT. She has asked for your opinion and advice.

• Question 1: What are the top three "contract" concerns you have with Julie presenting a verbal counteroffer over to the phone?
• Question 2: Julie accepts those concerns and your recommendation that a full and proper Bill of Sale be prepared setting out her counteroffer, which if accepted by Hans would form a complete contract for the proposed transaction. She has asked you to prepare it based on your suggested provisions.

Standard form Bills of Sale can be found on the internet. Please insert the standard provisions for this sale. ALSO, please insert any non-standard (i.e. special) terms and conditions you are suggesting to protect Julie's interests in this proposed transaction. Remember my "Best Practices" and that Julie is the "master of her domain".