the UCC and their applicability to Cass's actions "as specialized knowledge of the business of factoring that will be very valuable to the jury, to determine a fact in issue." According to Nationwide, this "ultimate fact in issue" was whether Cass acted improperly, and "CARNEY's discussion of the UCC [would be] provided to illuminate the normal relationships and transactions of the factoring business, as governed by the UCC." Nationwide claims it also offered Carney's legal opinions on the UCC not as legal conclusions, but to show Carney's state of mind and reasoning when he rescinded the hold harmless agreement. According to Nationwide, "[t]he fact that Carney rescinded the[hold harmless agreement] because he believed it violated applicable commercial law would have shown to the jury that Carney's rescission wasis a Goliath, Nationwide a comparative David. For seventeen years these two middlemen enjoyed a profitable relationship.
In 2003, a dispute broke out between them as to Cass's payment of one invoice. Cass drew attention to a hold-harmless agreement by which Nationwide absolved Cass from errors in payment. A new administrator of credit at Nationwide cancelled the agreement. Cass refused to do business without it. A substantial number of shippers used Cass as their paying agent. When Cass would not act for them in paying invoices assigned to Nationwide, Nationwide was impacted. In the words of Nationwide's expert, "The effect on Nationwide was profound."
Nationwide had also discovered that Cass appeared to compete with it in a program it called Cass Expedite. The program is described by Nationwide's expert:
The Expedite