John Snow is the owner of North Coats Limited, Westeros’ most successful coat company.

North
Coats Limited generates around $50 million each year in profit from the cold people who live in
Westeros. North Coats Limited has a long-business relationship with Winterfell Fabrics, a local
business that sells fur. North Coats Limited has been buying fur from Winterfell Fabrics for almost
10 years. In addition, Samwell Tarly, the owner of Winterfell Fabrics, just happens to be John
Snow’s best friend.
merchants ucc. busi relationship. personal friendship.

In January of 2018, the contract between North Coats Limited and Winterfell Fabrics expired.
Therefore, John Snow and Samwell Tarly started to negotiate a new deal that would govern their
relationship for the next ten years. Except, this time…negotiations hit a speed bump when Samwell
Tarly accused Daenerys, John Snow’s aunt (and lover?), of killing his father. During negotiations,
John Snow promised Samwell Tarly that he would immediately banish Daenerys from Westros.
Negotiations continued. Finally, Samwell Tarly offered that Winterfell Fabrics would sell North
Coats Limited all of its fur supplies, in exchange for $1 million dollars per year, the same terms as
the company’s last deal. This was Samwell’s last and final offer. John Snow said that he needed time
to think about this deal. Samwell grabbed a napkin and wrote down, “I, Samwell Tarly, promise to
keep this offer open.” John Snow also signed the napkin.

Samwell Tarly went home and told his son, Little Sam (now an adult), that he offered John Snow
Winterfell Fabrics’ entire output for $1 million dollars per year. Little Sam was horrified because this
deal was no better than the last. Little Sam thought his Dad should have pushed harder. Samwell
informed his son that as part of the deal, John Snow promised to banish Daenerys from Westeros.
One month later, John Snow accepted the deal.

Five days after John Snow accepted, Samwell died, leaving Little Sam to inherit the Winterfell
Fabrics.

The first thing Little Sam did as CEO was sue John Snow, claiming that the contract between North
Coats Limited and Winterfell Fabrics was unenforceable. Evaluate the arguments on both sides
contesting the validity of the contract. If the Court rules that the contract is valid, Little Sam’s
lawyers plan to make the argument that John Snow materially breached the agreement because he
had not yet banished Daenerys. Evaluate both sides of this argument.

Meanwhile, John Snow needs fur to make his cool coats. So, he contracts with another fur company.
He orders 50 yards of black fur from Dragonstone Fur. Dragonstone sends North Coats Limited a
price of $1,000 per yard attached with its standard terms, including a mandatory arbitration clause.
North Coats Limited accepted the offer on their own form that includes standard terms, stating that
the company will not be subjected to arbitration. Dragonstone shipped the fur and North Coats
Limited paid Dragonstone $500,000. However, the fur that Dragonstone sent was brown. North
Coats Limited did not notice the error until one month later. The day after discovering the problem,
North Coats Limited intends to sue Dragonstone in State Court. However, Dragonstone demands that
this dispute must be resolved in arbitration.

Does North Coats Limited have the right to sue Dragonstone?

Additionally, whose terms control the contract. Raise any additional claims you see.