What issues can Doubletime raise in defense of keeping the down payment and why?

Plaintiff , Smithson Books, is a national book seller. Sometimes the plaintiff creates “cocktail books” and hires a publisher to assist in the development. Smithson wanted to produce a commemorative edition of great rock stars including information about their lives on and off the stage. Smithson was concerned about accuracy and wanted fi nal approval of any text. Th erefore, Smithson contracted with Doubletime Publishers. Th e two parties signed a contract for the production of a book entitled Th e Lives and Times of the Greats of Rock ‘n’ Roll. As part of the contract terms, Smithson was to have fi nal approval of the text and content. Doubletime required a $25,000 down payment prior to commencing the work. Th e parties signed a contract on April 29, 2020. As part of the contract, Smithson would purchase 30,000 copies of the book for sale. Th e contract contained the following clause: Doubletime shall either make or cause to be made such changes or deletions as may be necessary, in the opinion of such Smithson or Smithson’s counsel, to make the work fi t and acceptable for publication, or else Smithson shall have the absolute right to terminate this Agreement and recover the amount of the downpayment. Doubletime turned over the manuscript and after review, rejected it outright. Smithson demanded the return of the down payment. a. What law applies to this transaction and why? b. What issues can Doubletime raise in defense of keeping the down payment and why? c. Were Smithson’s actions in terminating the contract appropriate? d. Does Article 2-718 of the Uniform Commercial Code apply to this transaction? e. Would any of your responses change if Doubletime resold the book to another publisher? Explain your answers.

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