contract formation Flashcards
offer?
objective manifestation of a willingness to enter into an agreement
what do you need in a UCC offer?
parties
subject matter
quantity
what is a merchant firm offer?
merchant, in a signed writing, expressly keeps offer open for reasonable period of time or 3 months
does a merchant firm offer go away after 3 months?
no. it is now revocable, but offer is still valid
what is not needed in a ucc offer?
price
gap filler to a reasonable price
what is acceptance
manifestation to be bound by the offer
if the offeror does not specify acceptance, how may the offeree accept?
return promise or
performance (shipping the goods)
What if seller ships the wrong goods?
acceptance and breach
when is shipping the wrong goods a counter offer?
S seasonably notifies B these are accommodations
what is the mirror image rule
in common law, acceptance must match the offerors terms exactly
How does the UCC handle not matching terms?
k as long as the offer is not contingent on accepting specific terms
just because we have a contract though, does not mean all the terms in the return document control
do new terms come in if at least one party is a non-merchant?
no
what if both parties are merchants?
new terms ARE part of the k unless exceptions apply
what are the exceptions for battle of the form to keep terms out?
term materially alters k
initial offer expressly limits acceptance to terms of the offer
offeror objects w/n reasonable time
what if no k but parties act like we have one?
we have a contract. only terms are one both parties agree to
