Contract Formation, UCC Art. 2 Flashcards
What are the requirements for a merchant’s firm offer?
A firm offer requires (1) a merchant, (2) a signed writing, (3) an offer stating it will remain open, and (4) a duration not exceeding three months.
How does the UCC handle omitted terms in contracts?
The UCC fills gaps with reasonable terms if the parties intended to form a contract, but a missing quantity term makes the contract unenforceable unless it’s an output or requirements contract.
How may acceptance of an offer be made under Article 2?
Acceptance can be made in any reasonable manner, including a promise to ship or actual shipment of goods.
What happens if nonconforming goods are shipped as an acceptance?
Shipment of nonconforming goods is both acceptance and breach, unless the seller notifies the buyer that the shipment is an accommodation.
How are additional or different terms treated under the “battle of the forms”?
For merchants, additional terms become part of the contract unless they materially alter the agreement, the offer limits acceptance, or the offeror objects within a reasonable time.
What are exceptions to the Statute of Frauds under Article 2?
Exceptions include specially manufactured goods, admission in court, and partial performance to the extent goods are delivered or paid for.
What is the rule for unconscionability under Article 2?
A contract or term is unconscionable if it is so unfair to one party at the time of contract formation that no reasonable person would agree to it.
Is consideration required for a modification under Article 2?
No consideration is required for a modification, but it must be made in good faith.
What happens if the agreed method of delivery fails?
If the agreed method of delivery becomes unavailable, any commercially reasonable substitute delivery method may be used.
When is performance excused due to impracticability?
Performance is excused if an unforeseen event occurs that materially affects the seller’s ability to perform, such as a natural disaster or war.
How can a party demand adequate assurance of performance?
If there are reasonable grounds for insecurity, a party may demand adequate assurance in writing and suspend their own performance until assurance is received.
