Formation: Acceptance of Additional or Different Terms

Question 1

Definition: Common Law Mirror-Image Rule

Answer 1

acceptance must mirror the terms of the offer, so any change or addition to the terms acts as a rejection and a new counteroffer

Question 2

True or False: Conditional acceptance does not terminate the offer but rather serves as an amendment to the original offer from the offeree.

Answer 2

False.

Question 3

True or False: The UCC uses a stricter version of the Mirror-Image Rule.

Answer 3

False.

Question 4

Acceptance of Additional or Different Terms Under the UCC (AADTUU)

Answer 4

acceptance containing additional or different terms is generally treated as acceptance

Question 5

AADTUU: One or Both Parties Are Not Merchants

Answer 5

definite and seasonable expression of acceptance sent within a reasonable time is usually acceptance of the original offer, and new/different terms are treated as proposed additions to the K that must be separately accepted by the offeror

Question 6

Exception to “Definite and Seasonable Expression of Acceptance”

Answer 6

an acceptance expressly conditioned on assent to new/different terms is treated as a counteroffer

Question 7

AADTUU: Both Parties Are Merchants

Answer 7

(battle of the forms)

Additional terms are automatically included in the K; 4 exceptions.

Question 8

Three Exceptions to Automatic Inclusion of Additional Terms When Both Parties Are Merchants

Answer 8

1. Term materially alters original K (i.e., would result in surprise or hardship)
2. Offer expressly limits acceptance to terms of the offer
3. Offeror objects to new terms within a reasonable time after notice of new terms is received

Question 9

True or False: If no exception to the automatic inclusion of additional terms when both parties are merchants is met, the original terms of the offer control.

Answer 9

True.

Question 10

AADTUU: The “Knock-Out” Rule

Answer 10

Different terms in offer/acceptance nullify each other, and court uses Article 2’s gap-filling provisions to patch holes in K.

Question 11

AADTUU: Acceptance Based on Conduct

Answer 11

If offer and purported acceptance differ too much to create a contract but the parties begin to perform anyway, then UCC allows for a contract to be recognized with (1) any terms actually agreed upon in the parties’ writings, and (2) any supplementary terms filled in by the UCC.