Cengage Advantage Books: Business Law Today, The Essentials 10th Edition by Roger LeRoy Miller

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A Question of Ethics-Statute of Frauds. Daniel Fox owned Fox Lamberth Enterprises, Inc., a kitchen remodeling business. Fox leased a building from Carl Hussong. When Fox planned to close his business, Craftsmen Home Improvement, Inc., expressed an interest in buying his assets. Fox set a price of $50,000. Craftsmen's owners agreed and gave Fox a list of the desired items and a "Bill of Sale" that set the terms for payment. Craftsmen expected to negotiate a new lease with Hussong and modified the premises, including removal of some of the displays. When Hussong and Craftsmen could not agree on new terms, Craftsmen told Fox that the deal was off. [Fox Lamberth Enterprises, Inc. v. Craftsmen Home Improvement, Inc., __ N.E.2d __ (2 Dist. 2006)]
1. In Fox's suit for breach of contract, Craftsmen raised the Statute of Frauds as a defense. What are the requirements of the Statute of Frauds? Did the deal between Fox and Craftsmen meet these requirements? Did it fall under one of the exceptions? Explain. (See pages 302-304.)
2. Craftsmen also claimed that the "predominant factor" of its agreement with Fox was a lease for Hussong's building. What is the predominant-factor test? Does it apply here? In any event, is it fair to hold a party to a contract to buy a business's assets when the buyer is unable to negotiate a favorable lease of the premises on which the assets are located? Discuss. (See pages 294-295.)