UCC- Offer and Acceptance

Question 1

§ 2-207
1. A definite seasonable expression of acceptance, in reasonable time is acceptance even though it states additional terms
UNLESS…..

Answer 1

Acceptance is expressly made conditional on assent to the additional or different terms

Question 2

§ 2-207
2. Additional terms are just proposals. BETWEEN MERCHANTS, however, they become part of the contract

UNLESS….

Answer 2

(a) the offer expressly limits acceptance to the terms of the offer
(b) they materially alter it
(c) notification of objection has

Question 3

§ 2-207

Additional Terms in Acceptance or Confirmation

Answer 3

(1) A definite seasonable expression of acceptance, in reasonable time is acceptance even though it states additional terms, unless acceptance is expressly made conditional on assent to the additional terms

(2) Additional terms are just proposals. Between merchants, however, they become part of the contract unless
(a) the offer expressly limits acceptance to the terms of the offer
(b) they materially alter it
(c) notification of objection has already been given or given within a reasonable amount of time following the statement of additional terms
(3) Conduct by both parties is sufficient to constitute a contract even though writings don’t establish a contract. In such case the terms of the particular contract follows the terms the writings do agree together with any supplementary terms incorporated under any other provisions of this act

Question 4

§ 2-204

Formation in General

Answer 4

(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonable certain basis for giving an appropriate remedy

Question 5

Merchant

Answer 5

Deals in goods of the kind or by occupation hold himself out as having knowledge or skill to the particular practices or goods involved

Question 6

Goods

Answer 6

All things which are moveable at time of identification to the contract for sale including unborn young of animals, wool crop, growing crop & other things attached to reality (minerals, oil, gas)
Sale of money when money is treated as a commodity

Exclusions:
Money when it's the medium of payment 
Investment securities 
Real estate
Things in action

Question 7

Formation

Answer 7

A contract for sale of goods may be made in any manner sufficient to show agreement

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

Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the partitas have intended to make a contract and there is a reasonable certain basis for giving an appropriate remedy

Question 8

§ 2-206

Offer and acceptance

Answer 8

1)Unless unambiguously indicated
A) an offer to make a contract is interpreted as inviting acceptance in any manner and by any medium reasonable in the circumstances
B) an order or other offer to buy goods for prompt or current shipment is interpreted as inviting acceptance either by prompt promise to ship or by the prompt or current shipment of conforming or non conforming goods
—>shipment of non-conforming goods does not constitute an acceptance *if the seller within a reasonable time notifies *the buyer that the shipment is offered only as an accommodation to the buyer
2) where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance
—> performance must unambiguously express offeree’s intention to engage himself
—>it is essential that notice follow in due course to constitute acceptance

Question 9

Sale

Answer 9

Passing of title from the seller to the buyer for a price

Question 10

Present sale is accomplished by….

Answer 10

…the making of the contact

Question 11

Conforming goods or conduct happens when

Answer 11

They are in accordance with the obligations under the contract

Question 12

Contract

Answer 12

Total legal obligation that results from the parties’ agreement

Question 13

§2-205

Firm offers

Answer 13

An offer by a *merchant to buy or sell goods in a signed writing which by its terms give assurance that it will be held open is not revocable, during the time stated or if no time stated for a reasonable time, but in no event may such period of irrevocability exceed 3 months; when such term of assurance on a form is supplied by the offeree it must be separately signed by the offeror.

Question 14

§ 2-208

Course of Performance

Answer 14

(1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement
(2) The express terms of the agreement and any such course of performance, as well as any other course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade
(3) Subject to provisions of the next section on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance

Question 15

Determining a contract with ambiguous/vague terms under the UCC

Answer 15

When the contract involves repeated occasions for performance by either party with knowledge of the nature of the performance & objection to it, any course of performance accepted without objection is a relevant factor for determining the meaning of the agreement
The express terms of the agreement and any such course of performance, as well as any course of dealing & usage of trade are considered, whenever reasonable, as consistent with each other. If unreasonable, the express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade.
Course of performance is relevant to show a waiver or modification of any term inconsistent with such performance

Question 16

2-305 (1)- Open Price Term

What if the price isn’t settled?

Answer 16

(1) the parties, if they intended so, can still conclude a contract for sale. The price is a reasonable price at the time for deliver if
(a) nothing is said as to price
(b) parties fail to agree on price
(c) price is fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded

Question 17

§ 2-305

Open Price Terms

Answer 17

(1) the parties, if they intended so, can still conclude a contract for sale. The price is a reasonable price at the time for delivery if
(a) nothing is said as to price
(b) parties fail to agree on price
(c) price is fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded
(2) A price to be fixed by the seller or by buyer means a price for him to fix in good faith
(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party, the other may at his option treat the contract as cancelled or himself fix a reasonable price
(4) Where the parties intend not to be bound unless the price be fixed or agreed and it is not then there is no contract. In such a case the buyer must return any goods already received or if unable must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

Question 18

§ 2-306

Output, requirements and exclusive dealings

Answer 18

(1) A term which measures the quantity by the seller or requirements of the buyer means such actual output or requirement as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence to any normal or otherwise comparable prior output or requirements may be tendered or demanded
(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concentrated imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale

Question 19

§ 2-202

Final written expression: parol or extrinsic evidence

Answer 19

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement or of contemporaneous oral agreement but may explained or supplemented

(a) by course of dealings or usage of trade or by course of performance and
(b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement

Question 20

A firm offer must be made by a)___________?

Answer 20

a merchant

Question 21

Does a firm offer have to be between merchants?

Answer 21

No but it does have to be made by a merchant

Question 22

§2-308 (a)

What if there isn’t a specified place for delivery?

Answer 22

The place for delivery is the seller’s place of business or his residence

Question 23

What if the contract doesn’t specify when delivery is to occur?

Answer 23

The time for delivery is a reasonable time

Question 24

What if the contract calls for successive performance but lacks duration for the performance?

Answer 24

It is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party