1) Had a contract for a 90 contract for exclusive negotiation agreement 2) Factors for Chou a. In favor i. Exclusive negotiation agreement ii. BTT’s email 3 days before that was subjected “Strat Deal” intent to sign iii. Follow up fax after deadline asking for draft b. Not in favor iv. Exclusive negotiation agreement stated that everything had to be in writing, so the negotiations and email could be viewed as part of the negotiation, no the actual contract. v. Draft done after the 90 days. 3) E-mail did impact my analysis as BTT did use terms that could be interpreted differently and put them at risk of entering a legal contract. 4) Statue of fraud is important in this as it requires specific contracts to be in writing. In this case, the statue of fraud provision is met if the writing includes quantity, signature of party, and language that would allow a reasonable person to conclude both parties intend to form a contract. The e-mail that stating the price, the language showing intent to contract, and the e-mail signature could satisfy the statue of fraud. 5) BTT could try to avoid the contract under doctrine of mistake, but they may not have a great case. They could try to state that the terms in the e-mail they sent three days before the 90 days were up were used in error. BTT could also argue that the contract was drafted after the 90 days, however Chou could argue the e-mail was a written agreement. 6) After negotiating the terms, BTT sent an email with the terms of the distribution agreement where Chou took this as written confirmation that they move forward in the deal instead of him drafting a written copy.

Doctrine of promissory estoppels would apply and force BTT to meet their obligations or Chou could collect compensatory harms for ht looses such as possible