1L Contracts UCC governing Principles
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Define firm offer:
- An offer by a merchant to buy or sell goods in a signed writing which
- gives assurance that it will be held open is not revocable, for lack of
- consideration for a reasonable time
- (i) UCC Art. 2 (Sales) Section
- 2-205: Promise but no consideration is required
Element of signed writing requirement:
ANY SYMBOL; Any language, printed, typed, short hand, logo, initial, e-signature…
Reasonable Time Element:
- i. Irrevocable for time
- ii. Less than 3 months
- but not exceed that time
iii. To extend effectiveness… add consideration and make it a option contract
Is consideration needed for UCC?
What does 2-207 apply to:
- only to the sale of goods
- (something moveable)
- Applies to consumers and
- Acceptance is a definite and
- seasonable expression of assent or written confirmation*
- 2-207(1) was designed to deal with two
(i) Written Confirmation
- oral agreement followed by written confirmation which varies from the terms of the oral agreement
- (ii) Varying Acceptance - a definite and seasonable expression of acceptance. Occurs where a purported
- acceptance varies from that of the original offer.
What's the general rule for purchase orders, price quotes...
Purchase order are generally offers
- Price quotes do not constitute an offer (but rather a
- proposal to enter into negotiations
Acknowledgment of purchase order or written confirmation of an oral agreement is usually acceptance...
2-207(2)- Additional Term Rules
- Additional Terms: terms in acceptance but not in the offer
- (i) NOT between merchants (merchant to consumer) additional terms= mere
- proposals for addition to the K and do not become part of agreement UNLESS
- party expressly agrees to those terms coming in.
(ii) Between Merchants, additional terms will automatically become part of the K UNLESS:
- 1. Offer expressly limits acceptance to terms of offer
- “Acceptance is limited to the terms stated in this order”
2. The terms materially alter the contract
- a. When a purchase order and acknowledgement forms differ significantly
- Materially alter=cause undue surprise or hardship
3. Expressed objection to terms prior to acceptance
or within a reasonable time after acceptance.
2-207(2) Different Term Rules
- terms in the offer and acceptance but
- conflict btwn parties
- have taken 3 approaches:
(ii) Knock out
- (i) Treat the
- different terms the same way you treat additional terms
- the different terms are knocked out and supplemented w/ terms from the code
the different terms fall out and are NOT replaced.
- *For exam—go through all approaches except if a
- specific approach provided
Contract based on the parties’ conduct
- expressly limited v. acceptance
- expressly conditional; but they act like they have a contract.
(i) Conduct: No, then no contract
(i) If yes, then what are the terms of the contract?
- 1. Terms the
- parties agree upon, AND
- 2. Terms the
- parties don’t agree on is knocked out and replaced w/ gap fillers
What is magic language? Who can give it and what does it do?
What is limiting language?
MAGIC LANGUAGE: Offeree: “Acceptance is made expressly conditional upon assent
to the additional and/or different terms contained herein.”
- 1. Prevents a
- contract from forming and constitutes a counteroffer.
- 2. Only magical
- if contained in the ACCEPTANCE. If you see it in the offer it is considered
- limiting language. Offeror states
- “offer expressly limits acceptance”… not magic just limiting language which
- prevent additional terms from become part of K between merchants
General rule w/ UCC and mirror image
Mirror image is rejected and not enforced
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