Dandy Online Playing Experiences, LLC (DOPE) wants to create unique online gaming experiences that allow customers to interact with live performers rather than through conventional, computer-graphics based designs. Its owners have a background in marketing and television production but lack technical and computer expertise. In March, DOPE signs a work order authorizing Samuel Avila to deliver a working prototype of a customer interactive system, demonstrating the integration of live video and gaming in a web browser. DOPE agrees to pay Avila $1000,000.00 for creating the prototype. In May, DOPE signs a second work order in the amount of $20,000.00 for Avila to install a customized firewall system to support the gaming prototype. The work orders state that DOPE would make weekly payments of $1,000.00 and that the work would be finished by the end of August. Due to unforeseen problems largely attributable to system configuration and software incompatibility, the project requires more time than anticipated. By July, the Web site is still not ready, and DOPE has fallen behind in its payments to Avila. Avila threatens to cease work and file a suit for breach of contract unless the bill is paid. Rather than make further payments, DOPE wants to abandon the Web site project.

1. Would a court be likely to decide that the transaction between DOPE and Avila were controlled by the Uniform Commercial Code (UCC)? Why or why not?

2. Would a court be likely to consider DOPE a merchant under the UCC? Why or why not?

3. Did the parties have a valid contract under the UCC? Were any terms left open in the contract? If so, which term? How would a court deal with open terms?

4. Suppose that DOPE the Avila meet in September in an attempt to resolve their problems. At that time, the parties reach an oral agreement that Avila will continue to work without demanding full payment of the past due amounts and DOPE will pay Avila $1,500 per week. Assuming the contract falls under the UCC, is the oral agreement enforceable? Why or why not?