A company contracts with a marketing firm to construct software and create a business website. A quote is requested and accepted.

A company contracts with a marketing firm to construct software and create a business website. A quote is requested and accepted. Sometime later, the business asks for updates and revisions but fails to request a quote. The business subsequently refuses to pay for the changes, claiming no contract was formed under the requirements of the offer under the UCC. The marketing firm then took the website down for nonpayment. The marketing firm then sued for nonpayment of its invoice; the company countersues on the tort of conversion for the loss of the website. This intriguing case offers up several questions, the first being whether this dispute even falls under UCC subject matter. The second is whether the claim of conversion will lie. [