Essay Flashcards

After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. A manager signed a supply agreement after receiving mixed instructions from the owner. The moving party relies on the parties' conduct and the practical consequences of the ruling, while the opponent emphasizes a formal limitation.
One side seeks to bind the business or its owners; the other argues that the requested liability or remedy exceeds what the governing documents, statutes, or party conduct allow.
How should the court resolve the dispute? Discuss the strongest arguments for each side, state the controlling rule, apply it to the material facts, and explain the likely remedy or consequence.