Counteroffers and UCC 207

Question 1

Mirror-Image Rule

Answer 1

At common law the terms in the acceptance must precisely match the terms of the offer. If not, it is a counteroffer.

Question 2

How is a conditional acceptance treated at common law?

Answer 2

Treated as a counteroffer.

Question 3

What is the general rule of 2-207?

Answer 3

Acceptance will be valid if:

• it is sent within a reasonable time
• it states terms additional or different
• unless acceptance is expressly made conditional upon assent to the additional terms.

Question 4

When does a new term in a purported acceptance control under 2-207?

Answer 4

• Both parties are merchants
• the new term doesn’t materially alter the deal
• The initial offer didn’t expressly limit acceptance to its terms
• The offeror doesn’t objectw/in a reasonabl etime to the new term.

Question 5

What happens if under the UCC there is no contract, but the parties still act as if there is an agreement?

Answer 5

The terms that the parties have agreed upon and the UCC will govern.

Question 6

When two parties have a valid contract under 207 and one party sends over a confirming memo with additional terms that go further than the original agreement, do these terms come in?

Answer 6

New terms very rarely come in. Need to work through 207 issues.