UCC v. Common Law

Question 1

Differences in approach to counteroffers

Answer 1

common law: mirror image rule

UCC: 2-207 - 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 upon assent to the additional or different terms.”

Question 2

When do new terms control the deal in UCC acceptance?

Answer 2

All four conditions are met:
- both parties are merchants
- term doesn’t materially alter the deal
- initial offer didn’t limit acceptance to its terms
- offeror does not reject or object in reasonable time

Note that common law treats as counteroffer.

Question 3

When does the knockout rule apply (UCC)?

Answer 3

when acceptance has different (rather than additional) term from offer.

Question 4

How does UCC treat acceptance based on conduct?

Answer 4

applies knockout rule.

Question 5

How does the UCC treat confirming memos with additional terms?

Answer 5

Treats as acceptance, but applies additional terms test/knockout test.