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This contract involves a promise from DIC to share a percentage of its profits and liabilities from the boxing

match with the back-up investors in exchange for the investors irrevocable line of credit from their banks. This promise does not involve removable goods as defined by the UCC, which excludes financial instruments. As such, the UCC does not apply, but can be relied upon for analogy. In order for you, the investors, to prevail, you must show that a contract was formed, that it is enforceable, and that it was breached without excuse by DIC, which entitles you to damages. The terms included in the IPAs lend credence to the intent for the parties to be bound: this agreement is a legal binding obligation enforceable in accordance to its terms. Since both the DIC and each of you signed the document, the mutual assent component is satisfied. However, there is a question of what kind of contract the IPAs are. Premier would argue that it is an unilateral contract, which means that it alone made the offer, and that in order for the contract to be enforceable, the investors much satisfy the conditions laid out in the contract: DICs acceptance and the proper delivery of the Participant Line of Credit. Premier will argue that the language of upon[condition], [return promise by DIC] matches that of a unilateral contract, and therefore since you were not able to satisfy the condition, there was no consideration for the contract, and thus, the IPA cannot be enforced, leaving you with no means of remedy. Although indeed the language does suggest that the contractual obligation was conditional, the fact that DIC specifically signed the IPAs with individual investors make it more in line with an option contract, in which you, as the investors, are given an option to participate in Premiers enterprise. This notion is supported because the necessary

elements of any option contract exist, according to the requirements set out in the restatement: it was done in writing, and the terms were fair (no one was being exploited) and the time was reasonable (you had a fair opportunity to provide the letter). Looking from this perspective, by simply signing the IPA, you have given enough consideration for the option contract to be held enforceable. Although Premier can argue that since you could have chosen to not provide a letter, you were capable of exiting the contract without penalty, thus rendering it to be an illusory contract. However, option contracts are enforceable under common law and are distinguished from illusory promises. You were at your own discretion to not participate simply by not providing this letter in a timely manner. Under this perspective, we can move on to discuss means by which you were prevented from exercising your rightful option to contract due to Premiers bad behavior. The contract provision contains many ambiguous terms: the condition of acceptability was undefined, and left solely to DICs discretion, and the time to deliver this agreement was not set out. These are two provisions that, since the contract was one for which commitment has been demonstrated, would be left for objective interpretation by the Court. The purpose of this contract was to provide funding for the fight, and therefore it is reasonable to assume that the letter being sought would sufficiently guarantee $1million. Each of you had such a letter readily producible. Additionally, you made good faith attempts to provide such a latter well before DIC unilaterally determined that they no longer required the letter. Therefore, should Premier argue that indefiniteness in the contract renders it unenforceable you can prove that in fact it is not, and you were positioned to provide exactly what was needed to carry out the underlying contract of the option.

DIC mislead each of you by stating that the information needed for you to deliver your letter would available as soon as possible, but never gave you the information. By stalling, they are acting in bad faith. Though you failed to meet the conditions that would give you a share of the profits, this was not solely due to your own indiscretion, but in fact, relied on the poor misrepresentation of DIC. DIC had a responsibility under the IPA to provide you with the information. Though nonperformance of their duty did not enrich them to entitle you to restitution, you had an excuse for your nonperformance of the condition, which would have entitled you to shared profits. Though you cannot argue a direct breach of contract since you did not provide consideration in the form of the letter of credit, you should have a means of remedy via promissory estoppel. You satisfy all the elements of promissory estoppel: a promise was made by which you, in exchange for providing a letter of credit, would share in profits; you had every reason to believe that by providing this letter, you can partake in Premiers enterprise, and DIC, in signing the IPA with you, could have foreseen this reliance (3); you expended resources to acquire the letter and in efforts to get it to DIC in a reasonable matter; (4) if the contract is not enforced, your efforts, and the option, would have been in vain, not to mention DIC would have gotten away with misleading you. In this case, the court will likely recognize that DIC misled you, and therefore will recognize your reliance. This is similar to Midwest where the court recognized all the hurdles that the plaintiff underwent in attempt to gain a franchise, which was ultimately denied to her. In that case, the court permitted promissory estoppel as the means for remedy.

Premier could bring up an argument that since ticket sales eventually proved sufficient to meet its capital requirement, it was impractical for them to take in additional investor money. However, you can argue in turn that they kept you on as an insurance policy for the case when ticket sales did not materialize via the IPAs you all signed, and failed to pay for this unjust enrichment, which resulted from their misrepresentation. Also, they did not finalize their financial backing until mid-April, by which time you have already sought to perform the condition of providing the letter. Additionally, since they did in the end take money from the bank in the amount of $2 million, that amount should actually be money at least two of the four of you could have provided. This would set a possible remedy floor2/12 of the three million dollars in profit. This is a rather strong argument for damages since it is clear that you were at least entitled to foot $2 million to the cause. There is also the potential for expectation damages of a full 4/12 of the profit, which would be one million dollars, but thats not really a strong argument since you did not actually end up providing any funding.