1L Contracts UCC governing Principles

OMG SAT

• 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

ANY SYMBOL; Any language, printed, typed, short hand, logo, initial, e-signature…

• i. Irrevocable for time
• stated

• ii. Less than 3 months
• but not exceed that time

iii. To extend effectiveness… add consideration and make it a option contract

NO

• Applies
• only to the sale of goods
• (something moveable)

Predominate factor=goods

• Applies to consumers and
• merchants

• Acceptance is a definite and
• seasonable expression of assent or written confirmation*

• 2-207(1) was designed to deal with two
• situations:

(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.

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...

• 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 OR

• 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.

• terms in the offer and acceptance but
• conflict btwn parties

• Courts
• have taken 3 approaches:

• (i) Treat the
• different terms the same way you treat additional terms

(ii) Knock out- the different terms are knocked out and supplemented w/ terms from the code

(iii)Drop out- 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

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

Mirror image is rejected and not enforced