UCC Flashcards
Pennsy Supply, Inc. v. American Ash Recycling Corp. of Pennsylvania
American Ash would have to dispose AggRite, so benefitted from Pennsy’s use of product.
Gardner Zemke Co. v. Dunham Bush, Inc.
When a contract for the sale of goods is formed under §2-207 of the Uniform Commercial Code (UCC), any conflicting terms in the offer and acceptance cancel each other out and are replaced by existing applicable provisions of the UCC.
When can a contract be modified under UCC?
Under the Uniform Commercial Code (UCC), additional terms to the parties’ agreement that materially alter the agreement are not incorporated without proof that both parties assented to those additional terms. If acceptance of the contract was made conditional on the other party’s acceptance of the additional terms, then acceptance is ineffective without such acceptance and no contract is formed. However, if acceptance is not conditional, then the contract is formed and the additional terms are treated as proposals for incorporation into the parties’ agreement, unless the additional terms materially alter the agreement.
Step-Saver Data Systems, Inc. v. Wyse Technology
Step Saver purchased software to resell from TSL. TSL included box-top warranty. Step Saver objected to terms of box top warranty and refused to sign warranty disclaimer. TSL’s continued sale meant box top warranty was invalid under UCC.
Are shrinkwrap licenses enforceable?
Shrinkwrap licenses included within a product’s packaging are enforceable unless their terms are objectionable on grounds applicable to contracts in general, such as violating a positive rule of law or being unconscionable.
Does the mirror image rule apply?
No. Generally acceptance is inferred if different terms are non-essential.
May apply if explicit acceptance of non-matching terms is part of offer.
