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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. One argument was preserved, while another was raised only later. The parties disagree about the legal effect of those facts. Which option gives the best analysis?

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Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested. Import a rule from a nearby issue instead of applying the rule triggered by these facts. Reject the claim or defense solely because the opposing party disputes a required fact. 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.

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