bby and Paula entered into a valid contract under which Abby agreed to buy and Paula agreed to sell for $1.5 million, a printing press for Abbys business. Abby made a $500,000 payment to Paula at the time of the sale and agreed to make the final payment of $1 million in six months. Just prior to the date the final payment was due, Abby sold her business, including the press, to Bert. As part of the sale, Bert agreed with Abby to pay Paula the $1 million due her. Abby represented in the purchase agreement between Abby and Bert that all of the business equipment was in working order, although she knew that the press never functioned as it

3 was intended to. In fact, Abby had previously requested of Paula that she repair or replace the press, but Paula had refused to do so. After Bert bought the business, he discovered the problem with the press. He told Paula that he would not pay her the $1 million due until she repaired or replaced the press. Paula immediately filed a breach of contract lawsuit against Bert for the outstanding $1 million balance. Bert denies any obligation to pay Paula the $1 million on the basis that he had never entered into any contract with Paula. In addition, Bert asserts two other defenses: First, that the printing press is defective and unsuitable for its intended purpose. Second, that Abby materially misrepresented the condition of the press. (a) Under what theory or theories may Paula be successful in her breach of contract action against Bert? Discuss. (b) What is the likelihood that the additional defenses asserted by Bert will prevail?