UCC 2-207

Question 1

a firm offer 2-205

Answer 1

a signed offer by a merchant promising that the offer will be held open is enforceable for the amount of time expressed (or a reasonable amount of time, if no time is given) up to three months –> offer is not revocable!

allows buyer to negotiate with a seller the right to buy a set amount of goods
- limited to three months
- no consideration needed
- must be between merchants

Question 2

quaker mushroom case

Answer 2

Issue: whether quaker and dominic reached an agreement and if so, when?

RULE: UCC allows parties to create a contract though the price is undetermined but not if the price is disagreed upon

Question 3

predominant purpose test if UCC applies

Answer 3

1) which one has greater value?
2) are the services unique?
3) how long does it take to complete the service part of the deal?
4) primary purpose?
5) nature of sellers business?
6) language of the contract?

Question 4

what does 2-204 deal with?

Answer 4

general rules of offer and acceptance under the UCC

Question 5

2-204(1)

Answer 5

a contract for the sale of goods “may be made in a manner sufficient to show an agreement including conduct by both parties which recognizes the existence of a contract”

Question 6

2-204(2)

Answer 6

an agreement may be found even though the moment of its making is undetermined

Question 7

2-204(3)

Answer 7

allows contracts to be formed even though the terms are indefinite, as long as the parties intended to make a contract and there is a reasonably certain basis for a remedy

Question 8

2-206(1)(a)

Answer 8

addresses general manner of acceptance, unless unambiguously indicated by language or circumstances, an offer to make a contract “shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances”

Question 9

2-206(1)(b)

Answer 9

an offer to purchase goods for prompt shipment may be accepted either by promise (written confirmation sent to the buyer) or by performance (shipping the goods)

Question 10

dickered terms

Answer 10

important terms that are negotiated. if the parties don’t agree on the dickered terms, then no contract has been formed

Question 11

additional terms

Answer 11

terms not originally in the offer

Question 12

different terms

Answer 12

terms in the agreement and the return communication changes them

Question 13

2-207(1) acceptance by communication

Answer 13

a contract will be found if there is a “definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time”

it operates as acceptance even though it states terms additional to or different from those offered or agreed upon

*acceptance and contract formed even if terms do not match (violates mirror image rule)

Question 14

if the acceptance is expressly made on the conditional on assent to the additional and different terms …

Answer 14

it is a proviso and not acceptance, but a counteroffer

it will go to 2-207(3)

Question 15

definite

Answer 15

expression of acceptance that means the offeree’s language must show willingness to commit to the contract by accepting the offer

Question 16

seasonable

Answer 16

at or within the time agreed, if no time is agreed then a reasonable time

Question 17

if acceptance diverges on a dickered term…

Answer 17

it is not acceptance!

Question 18

2-207(3) acceptance by conduct/performance

Answer 18

two competing my way or the highway, so no contract

conduct of both parties recognizes the existence of a contract is sufficient to establish a contract

only applies to parties who have exchanged writings

Question 19

2-207(1) on additional and different terms

Answer 19

it allows a contract to be formed even if it contains additional or different terms…

however, have to look at 2-207(2)

Question 20

2-207(2) on additional terms

Answer 20

not between merchants: additional terms are considered proposals

between merchants: become part of the deal

Question 21

2-207(2) between merchants, additional terms become part of the deal unless, ….

Answer 21

1) additional terms materially change the contract
- additional terms cause unreasonable surprise/hardship
-indemnification and forum selection usually is material
- arbitration usually is not material
2) offeror made a “my way or the highway” initial offer
3) offeror seasonably objects

Question 22

2-207(2) between merchants different terms…

Answer 22

majority: knock out rule
minority: offeror’s terms prevail

UCC will apply default rules to fill the gaps in knock out rule!

Question 23

counteroffers under 2-207

Answer 23

offerees can make true counteroffers

no acceptance is made if the offeree makes acceptance “expressly conditional on assent to the additional or different terms” –> PROVISO