Formation 5

Question 1

CL: what happens if offeree’s response to offer proposes adding/deleting/changing terms? (ANY different term suffices)

Answer 1

it constitutes a rejection & counteroffer (mirror image rule)

Question 1

UCC: Can a contract be formed between merchants even though terms of acceptance do not match terms of offer?

Answer 1

Yes, UCC § 2-207

Question 2

When do additional/different terms render an acceptance invalid under the UCC?

Answer 2

when acceptance is expressly made conditional on acceptance of proposed terms

Question 3

UCC: Can a contract be formed when one party is NOT a merchant and the terms of the acceptance do not match the terms of offer?

Answer 3

No; additional different terms are mere proposals and not part of K UNLESS offeror agrees to modified terms

Question 4

UCC: exceptions where both parties are merchants and additional terms in acceptance do not become part of contract (4)

Answer 4

1. acceptance made conditional on offeror’s assent to additional or different terms (rejection + counteroffer)
2. original offer expressly limits acceptance to offer terms (terms dropped but K still formed)
3. new terms materially alter original terms, e.g., arbitration clause, disclaimer, materially shorten deadline, change usage of trade or past method of dealing (terms dropped but K still formed)
4. offeror objects to the change w/in reasonable time (terms dropped but K still formed)

Question 5

UCC: what happens if both parties are merchants and the acceptance contains different terms from the offer? (2 possibilities)

Answer 5

Knockout rule (majority): conflicting terms are omitted from K; gaps left are filled by UCC default terms

minority: analyze as if additional terms

Question 6

UCC: what rule do we apply to contract terms where there is no acceptance but parties perform anyway (so, performance might not conform to offer terms)?

Answer 6

knockout rule

Question 7

Consideration

Answer 7

promises must be supported by consideration to be enforceable. there must be bargained-for exchange between the parties. each side must give up something they wouldn’t have but for the promise. that which is bargained for must be of legal value.

Question 8

Consideration: s value of promises or requests relevant for validity?

Answer 8

No; zero-value token is not sufficient consideration, but “a mere peppercorn will suffice”

Question 9

Consideration: is “peace of mind” or “personal satisfaction” sufficient to qualify as a benefit?

Answer 9

Yes