Mutual Assent UCC /common law

Question 1

UCC 2-207

Answer 1

Goods

2-207(1) Acceptance or CO

2-207(2) What terms control?

2-207(3) CO -> but parties perform
- Parties perform like there’s one, but there isn’t a K
- Look at O.G offer and the “C.O” and overlapping terms enforced + gap fillers

Question 2

2-207(1)

Answer 2

(1) objective willingness to enter into K + reasonable time (basic K principle)
(2) Operates as acceptance even though it states additional or different from those offered or agreed upon
(3) Unless acceptance is expressly made conditional upon offerors assent to those additional or different terms that offeree put in

Example:
Can you lower price that’‘ll be cool (acceptance/ not conditional)

I’ll accept on the condition that you lower price (conditional/ counter)

Look for conditional language that offeree is using (counter offer)

Question 3

2-207 (2)

Answer 3

What terms control?
No mention of different terms (only additional)

B/T two merchants (regularly deal with the goods at issues) - additional terms added will become part of K unless
(1) Offer expressly limits acceptance to the terms of the offer (offeror is master of the offer)
(2) Materially alter it
(3) If the offeror objects to the term within a reasonable amount of time
(once the additional term is knocked out (plug in the UCC Gap Filler)

If one of party’s is not a merchant
(1) The additional term does not part of K and implement UCC gap filler (simply a proposal)

Question 4

Different vs Additional terms

Answer 4

Different terms- conflict with terms in the O.G. offer
Additional- does not conflict with the O.G offer (2-207(2))

Jurisdictional Split
- For different terms don’t apply 2-207(2) and apply knock out rule (majority) Different terms that conflict knocks out and apply Gap Fillers

• Just allow different in 2-207(2)