L.A. Garments, LLC. ("LAG"), is an innovative manufacturing, wholesale and retail clothing business with a factory, showroom storefront and business offices at a large building in Los Angeles, California.New York Fashion, Inc. (NYF) is a fashion design studio company and retail distributor with its main office in Newark, New Jersey.NYF distributes its clothing, as well as other companies clothing, to many if clients across the country.NYF clients range from "big box" retail stores to small independent boutique shops.

Verbally, NYF, requested 100,000 units of specially designed specially manufactured black designer T-shirts, with an octagonal shaped hole in the back (NYF calls their design the "octa") from LAG.The specially manufactured octa shirts were designed by NYF to go with a new designer Summer cape to be made of lightweight material and attached around the customers shoulders.The hole and cape are designed to keep wearers cool and comfortable.NYF believes this concept will revolutionize the Summer clothing industry.The octagonal shape dimensions were designed to match NYF's octagonally shaped logo.

This verbal request was made by Adrian, the President of NYF directly to Brianna, the CEO of LAG when they met at a fashion conference in Chicago on June 9, for a price of $200,000.Brianna says she will have a written agreement drawn up and sent over to NYF when she returns to L.A.Adrian replies, "We don't need anything in writing, I trust you.Just send the shirts right away to our regular warehouse in New Jersey ASAP so we can get them out before the first day of Summer (June 20)."

That night Brianna emails Cam, her production manager in L.A., and writes "We have an order from NYF for 100,000 "Octa" shirts, at a price of $2.00 each, to be delivered to NYF's warehouse within a week.Design specifications are attached to this email. Please fulfill the order."Brianna cc'd Adrian on the email.Cam does exactly as instructed in the email delivering the "octa" shirts to a NYF's warehouse in Newark by June 15.

Adrian takes a week off to vacation at a secluded cabin with no internet access in the Great Lakes area, to get away from the stress of business for a while, and returns to New Jersey on June 15.Adrian reads emails on June 15.One email is from NYF's consumer research division, dated June10 which states "MISTAKE: new market research shows no market for the new "octa" concept. Discontinue immediately."Now Adrian on behalf of NYF refuses to pay for the shirts, claiming the contract is unenforceable (not a valid enforceable contract) due to the Statue of Frauds.

51)(20 points)

Discuss whether a valid enforceable contract has been formed.Analyze whether LAG can enforce the contract against NYF by discussing the law(s) of contracts, including:

A)State the 5 essential elements of forming a valid enforceable contract under traditional contract law.

B)State the 3 ways a person can be identified as a "merchant".

C)State the definition of "goods" both as they are usually thought of under the simple definition of traditional legal doctrine, and under the UCC [Com Code 2105(1)].

D)Discuss whether the Common Law of Contracts or Uniform Commercial Code (UCC) applies to the transaction and explain why.

E)Define the Statute of Frauds.

F)List the exceptions to the Statute of Frauds.

G)Discuss whether the Statute of Frauds applies to the transaction, and if so, how it applies to the transaction.

H)Discuss whether any exceptions to the Statute of Frauds are applicable.

1. I)Has an enforceable contract been formed? Discuss why, or why not.