Common Law and UCC 2-207 Overview

Questions and Answers

What does UCC 2-204 address?

Formation of contracts (correct)

Acceptance rules

Termination of contracts

None of the above

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'?

When both parties use standardized forms for offers and acceptances.

What change does UCC 2-207 bring to the Mirror Image Rule?

Acceptance can include different terms. Signup and view all the answers

What is required to convert an acceptance to a counteroffer under UCC 2-207?

The conditional nature of the acceptance must be clearly expressed. Signup and view all the answers

What does the Northrup Rule of Law state?

Under the knockout rule, conflicting terms are replaced with neutral provisions. Signup and view all the answers

What does Step Saver indicate about additional terms?

They must be agreed upon by both parties. Signup and view all the answers

What did the case ProCD establish regarding the acceptance of terms?

A buyer accepts the terms by using the software after reading the license. Signup and view all the answers

How does the Gateway case differ from ProCD?

The Gateway ruling states that terms may govern unless the customer returns the product. Signup and view all the answers

What does the Klocek case illustrate regarding phone conversations?

Additional terms must be disclosed upfront or they do not become part of the contract. Signup and view all the answers

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.

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.