This does not need to be in IRAC format (it doesn't work well to be an IRAC) and will not use case law. There will be numerous UCC sections to identify in the necessary discussions of the strengths and weaknesses of James and Bill's positions using regular paragraph format.

Bill owns "Bills Widgets, Inc." ("BWI"), a corporation located in Iowa that manufactures and distributes widgets. James owns a hardware store in Michigan and wants to buy 20,000 widgets from BWI. James and Bill have a conversation in which they agree on $5.00 per widget and James indicates he wants the following in the contract: 1) James will pay 10% of the purchase price initially and he will pay the remainder after the goods are received. 2) James must have all 20,000 widgets in stock before the summer starts, so the goods must ship prior to July 1. 3) The widgets should be shipped to his place of business. James will pay the cost of the shipment. 4) If there is a dispute under the contract, it will be submitted to arbitration and Michigan law, not Iowa law, applies to all disputes under the contract. The final contract, drafted by Bill's lawyer, has the following provisions:

1. James must pay 50% of the purchase price upon execution of the contract, and the remainder upon receipt of the goods.

2. Bill acknowledges James' need to receive all the widgets before the summer starts, but since this is Bill's busy season, shipment after July 15 shall not constitute a breach.

3. James will pay the cost of shipping to his place of business.

4. Any dispute under the contract shall be submitted to arbitration.

5. The laws of Iowa shall govern this contract and any disputes hereunder.

James was in a big hurry when he met with Bill to sign the contract. He checked the names, address and confirmed the widgets would be shipped to his store. He signed the contract without reading further.

Due to widgets being such a hot item, Bill could hardly keep up production to fill his orders. He finally shipped James' order on July 27, which James received on August 5. By then, most of his customers had purchased their widgets from other retailers, causing James to suffer significant losses. James sues Bill for breach of contract in federal court for the District of Michigan.

What are the strengths and weaknesses of each side? This is best done via two sections, one that covers James' strengths, which are also Bill's weaknesses, and another section that discusses Bill's strengths/defenses, which are also James' weaknesses. Do not use IRAC. Be sure to cite and use the relevant UCC that go along with some of the discussion points. Complete work will be at least 2 pages, single spaced.