Acceptance Under Article 2

Question 1

Shipment of Nonconforming Goods

Answer 1

Shipment of nonconforming goods is an acceptance creating a bilateral contract as well as a breach of the contract unless the seller seasonably notifies the buyer that a shipment of nonconforming goods is offered only as an accommodation

If buyer accepts accommodations, the shipper is not in breach and may reclaim the accommodation goods

Question 2

Mirror Image Not Required

Answer 2

Proposal of additional or different terms by the offeree in a definite and timely acceptance does not constitute a rejection and counteroffer, but rather is effective as an acceptance, unless the acceptance is expressly made conditional on assent to the additional or different terms

Question 3

Contracts Involving a Nonmerchant

Answer 3

If any party to the contract is not a merchant, the additional or different terms are considered to be mere proposals to modify the contract that do not become part of the contract unless the offeror expressly agrees

Question 4

Contracts Between Merchants

Answer 4

If both parties to the contract are merchants, additional terms in the acceptance will be included in the contract unless:

1. They materially alter the original terms of the offer (they change a party’s risk or the remedies available)
2. The offer expressly limits acceptance to the terms of the offer
3. The offeror has already objected to the particular terms, or objects within a reasonable time after notice of them is received

Question 5

Knockout Rule

Answer 5

Conflicting terms in the offer and acceptance are knocked out of the contract because each party is assumed to object to the inclusion of such terms in the contract

Gaps left by knocked-out terms are filled by the UCC

Question 6

Conditional Acceptance

Answer 6

When an acceptance is made expressly conditional on the acceptance of new terms, it is a rejection of the offer

Offer that results from a conditional acceptance cannot be accepted by performance

Question 7

Mailbox Rule

Answer 7

Acceptance by mail or similar means is effective at the moment of dispatch, provided that the mail is properly addressed and stamped, unless:

1. The offer stipulates that acceptance is not effective until received; or
2. An option contract is involved (an acceptance under an option contract is effective only upon receipt)

Question 8

Mailbox Rule - Rejection Then Acceptance

Answer 8

If offeree sends a rejection and then sends an acceptance, the mailbox rule does not apply

Whichever one is received first is effective

Question 9

Mailbox Rule - Acceptance Then Rejection

Answer 9

If offeree sends acceptance first, the mailbox rule applies

If offeror received rejection first and changed his position in reliance on it, the offeree will be estopped form enforcing the contract

Question 10

Mailbox Rule - Unauthorized Means

Answer 10

An acceptance transmitted by unauthorized means / improperly transmitted by authorized means may still be effective it is actually received by the offeror while the offer is still in existence

Ex: Bailey makes an offer to Janet specifying that acceptance should be by e-mail. Janet mails Bailey her acceptance. Acceptance will only be effective upon receipt by Bailey, if offer is still open.