Podcast
Questions and Answers
What does UCC 2-204 address?
What does UCC 2-204 address?
What is the Mirror Image Rule?
What is the Mirror Image Rule?
For a contract to be binding, acceptance must be absolute and identical to the offer.
What is the 'Battle of the Forms'?
What is the 'Battle of the Forms'?
When both parties use standardized forms for offers and acceptances.
What change does UCC 2-207 bring to the Mirror Image Rule?
What change does UCC 2-207 bring to the Mirror Image Rule?
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What is required to convert an acceptance to a counteroffer under UCC 2-207?
What is required to convert an acceptance to a counteroffer under UCC 2-207?
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What does the Northrup Rule of Law state?
What does the Northrup Rule of Law state?
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What does Step Saver indicate about additional terms?
What does Step Saver indicate about additional terms?
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What did the case ProCD establish regarding the acceptance of terms?
What did the case ProCD establish regarding the acceptance of terms?
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How does the Gateway case differ from ProCD?
How does the Gateway case differ from ProCD?
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What does the Klocek case illustrate regarding phone conversations?
What does the Klocek case illustrate regarding phone conversations?
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Study Notes
UCC 2-204
- Allows contract formation through any agreement method, including conduct acknowledging the existence of a contract.
- Contracts may be valid even with undetermined formation timing.
- Indefiniteness does not invalidate a sale contract if intent to contract exists and there's a basis for remedies.
Mirror Image Rule
- Requires acceptance to be identical to the offer for a binding contract.
- Any deviation from the offer means the acceptance acts as a counter-offer.
- In disputes, the last party to communicate before performance often prevails.
Battle of the Forms
- Occurs when both parties use standardized forms for offers and acceptances.
- Non-reading of fine print can lead to misinterpretations of contract terms.
UCC 2-207 Background
- Reforms the traditional mirror image rule by allowing acceptance even with additional or different terms.
- Acceptance conditional on assent to new terms requires the offeror’s agreement for a contract.
- Conduct recognizing contract existence can establish a contract, regardless of conflicting writings.
UCC 2-207
- An acceptance or confirmation sent in a reasonable time can operate as acceptance, even with extra terms.
- Additional terms are proposals unless specifically limited by the offer, materially alter the contract, or an objection is made.
- Both parties' conduct can establish a contract, even if writings don’t.
Brown Machine
- Clear expression of conditional acceptance is required to shift an acceptance to a counteroffer under UCC 2-207(1).
Dorton
- Acceptance with different terms is effective; additional terms between merchants are deemed accepted.
Itoh
- Use of UCC 2-207(1) language can trigger the condition for acceptance.
Bayway
- Surprise or hardship on the offeror can indicate that additional terms materially alter an agreement.
- A reasonable merchant's presumed consent to additional terms must be established during disputes.
Northrup
- Under the knockout rule, conflicting terms in both offer and acceptance are replaced by neutral UCC provisions.
Step Saver
- Additional terms must be accepted by both parties to be binding; unilateral conduct isn’t sufficient.
- Performance alone does not indicate willingness to accept additional terms without explicit communication.
ProCD - Easterbrook
- License terms on software sales must be disclosed; acceptance occurs through use after reading the terms.
- Customers purchase an option to accept terms within a timeframe, restricting offeror's ability to change terms.
Gateway - Easterbrook
- Customer orders may include terms specified in a box received later, effective unless the customer returns within 30 days.
- Rolling contract formation occurs only after holding merchandise beyond the return period, affirming acceptance.
Klocek - Minority Approach
- Offer and acceptance established via phone; product terms confirmed under UCC 2-207(2).
- If unaware of additional terms, only unobjected immaterial terms are included in merchant transactions; no terms from confirmations if not between merchants.
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Description
Explore the details of the Common Law Mirror Image Rule and UCC 2-207 with this set of flashcards. Understand the foundational concepts related to contract formation and the nuances of contract law as they pertain to the sale of goods. Perfect for law students and professionals looking to sharpen their knowledge.
