Question: Prudence Costumes & Caps LLC (PC & C) is a large props company formed in 1957 , and Florida Flags Corporation is a small, local
Prudence Costumes \& Caps LLC ("PC \& C") is a large props company formed in 1957 , and Florida Flags Corporation is a small, local flag manufacturer formed in 2015. These two businesses never had any dealings with each other until they recently entered into a contract, with terms all drafted by PC \& C. The contract provides that PC \& C sball purchase 1,000 flags that Florida Flags will specially design for PC&C. The contract further provides that PC \& C has the right to initiate, on a weekly basis, purchase orders of up to 100 flags until the contract's total number of flag purchases 1,000 flags - has been met. Also, the contract includes a clause stating that PC \& C can cancel its obligation to pay for the remaining flags at any time if any Florida Flags shipment does not arrive on the exact day as stated in a particular purchase order; this last provision is included in the contract even though time was of little importance to PC\&C. The first shipment of 100 flags arrives a day late, and PC \& C decides to cancel the entire remainder of flags due, leaving Florida Flags with 900 flags displaying a Prudence logo. Florida Flags does not have a secondary market in which to sell these flags and decides to offer PC \& C the flags at 30% of the initial price. What is Florida Flags' best claim to enforce the original contract? Promissory Estoppel. Florida Flags necds the revenue from the original order to continue to operate and make flags. Breach of fiduciary duty. PC \& C had a fiduciary duty to handle the contractual relationships with proper ethics. Incapacity. Florida Flags is, in terms of its business experience. the status of a legal infant. Undue Influence. PC \& C used its power to influence Florida Flags to reduce the cost to 30% of the initial price. Unconscionability. The clause that states PC \& C can cancel the order at any time if shipments arrive one day late is grossly unfair
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