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Source Corporate Formation Official Sources Matched to this deck.

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After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. A seller promised to keep an offer open while the buyer made costly preparations. The decision maker must choose between a categorical shortcut and a fact-sensitive standard. The parties disagree about the legal effect of those facts. Which option gives the best analysis?

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Import a rule from a nearby issue instead of applying the rule triggered by these facts. Treat the formal label attached to the claim or defense as conclusive and disregard facts bearing on the rule's elements. The court should resolve the dispute by applying the operative rule to the material facts: The answer should identify the governing rule for Corporate Formation and apply it to the operative facts. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested.

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