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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 record contains both written proof and disputed oral testimony. The parties disagree about the legal effect of those facts. Which answer gives the best resolution?

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The court should resolve the dispute by applying the operative rule to the material facts: The answer should identify the governing rule for Partnership Formation and apply it to the operative facts. Stop the analysis once the proponent states a plausible rule, without addressing the strongest counterargument. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested. Treat the formal label attached to the claim or defense as conclusive and disregard facts bearing on the rule's elements.

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