UCC Sections Flashcards
Section 2-205
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
THIS ONLY APPLIES ONLY WITHOUT CONSIDERATION
UCC Section 2-206
(1) Unless otherwise unambiguously indicated by the language or circumstances;
(a) an offer to make a contract shall be construed 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 shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably 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.
How does UCC Section 2-206 work as an exception to thr Mailbox rule?
In UCC Section 2-206 subsection 2, it states that “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.” Meaning a merchant must have received and not simply been delivered notice of acceptance and even a beginning of an action cannot function as a valid acceptance if it was not received.
WHEN DISPATCH IS NOT BY NORMAL MEANS IT IS WHEN THE CONTRACT IS RECEIVED
DISPATCH RULE ALWAYS APPLIES NEIL.
What is essential in UCC Section 2-206?
Regarding acceptance in any form to a contract of any form, shipment as acceptance, and seasonableness of acceptances.
MAY BE INVALID DUE TO CONDITIONS OTHERWISE STATED IN COTNRACT.
Between merchants.
Allows acceptances in any form that is reasonable.
An order or offer to buy goods is will be construed as inviting acceptance. This acceptance may be by promise to ship or prompt current shipment of goods.
Non-conforming goods may be shipped without being an acceptance so long as seller SEASONABLY notifies the buyer that it is accomodation.
A merchant must have received and not simply been delivered notice of acceptance and even a beginning of an action cannot function as a valid acceptance if it was not received.
What is essential in UCC Section 2-205?
Regards written unconsidered irrevocable contracts between merchants and the enforceability of period of irrevocability.
Only applies to contracts without consideration BECAUSE THE SIGNED WRITING COUNTS AS CONSIDERATION.
ORAL WOULD REQUIRE CONSIDERATION.
Period of irrevocability will not exceed three months.
If offeree is asking for irrevocability must be separately signed by offeror.
UCC 2-207
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchantssuch terms become part of the contract unless:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.
What is essential in UCC 2-207?
Regards additional terms in acceptances between merchants.
A seasonable acceptance is valid as an acceptance even if it does not follow the mirror rule unless there is clear language which makes acceptance expressly conditional on neew terms.
New terms are costrued to be PROPOSAL for addition.
Terms become part of contract UNLESS:
offeror expressly limits acceptance to terms of original offer
It materially alters contract
Objection is given after reasonable time or was otherwise given before.
CONDUCT BY PARTIES WHICH RECOGNIZES EXISTENCE OF A CONTRACT IS SUFFECIENT TO ESTABLISH A CONTRACT EVEN IF WRITINGS DO NOT MAKE CONTRACT. CONTRACT CONSISTS OF WRITTEN AGREEMENTS BETWEEN PARTIES.
UCC 1-308
(a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.
(b) Subsection (a) does not apply to an accord and satisfaction.
