What is 2-204?
Formation in general
What is 2-205?
firm offer
What is 2-206?
offer and acceptance
What is 2-207?
battle of forms
What does the UCC Govern?
define
sale of goods
2-105
tangibles
moveables
fungibles (equal)
Under the 2-204, define reasonable manner & mode
any manner sufficient to show agreement
mode - words, written (express), or conduct
Is consideration necessary under 2-205?
no
Under 2-206, define reasonable form and manner
written, oral, fax, etc.
promise to ship - bilateral
shipment of conforming goods - unilateral
What is magic language? Example?
"i accept as long as you accept my additional terms"
unless you require the other party to expressly agree to addditional/differnt terms
What is the PPT?
predominant purpose test
1. language of the contract (sales/service, buyer/seller, equipment, parts)
2. nature of business (what they do)
3. reasons the parties entered into contract (main goal)
4. how was the money paid (when/proportion)
-- CL = service, pay now hourly
-- UCC = goods, pay over time itemized
What is movement of formation under 2-204?
formation of agreement (time) may be undetermined
accepts extra terms and abolishes MIR
who? what?
by merchant, written and signed
whats a signature? anything
Silence
no notice of acceptance causes lapse [of offer]
silence is not acceptance
2-207(1)
rejects mirror image rule
can accept w/ additional or different terms
magic language - acceptance is made conditional, no = no contract, yes = contract, never saw language = contract by conduct
SC majority rule
california rule - inclusion of additional or different terms under 2-207(2) are treated the same
What is the basis for remedy?
quantity of goods
irrevocable if
written
signed by merchant
no time period stipulated -- no longer than 3 months
accomodation
acts as counteroffer
notice - either with or before shipment of non-conforming
2-207(3)
knock-out rule
terms of contract are ones matching, any additional terms are knocked out and parties should go to 2-300s for gap fillers
What is gravaman test?
look at what went wrong?
defective goods = UCC
bad service = CL
If terms are left open, why does the contract for sale not fail?
What do you do when terms are left open?
-reasonably certain basis for an appropriate remedy (price and quantity)
-intent to be bound
-doesn't have to have material terms (SM - goods, parties - merchant & consumer, price, ToP)
Use gap fillers for open terms, found in 2-300, if no gap fillers found -- move to common law
How does time apply to 2-205?
Offer irrevocable for 3 months unless other time specified
offer cannot be held open longer than 3 months
if longer than 3 months - can be renewed for as long as specified by parties, or give consideration
move to CL
shipment of non-comforming goods
acceptance and breach
UNLESS given notice - counteroffer (accomodation)
2-207(2)
MvM & MvC
additional terms, no magic language
MvM - offer expressly limits acceptance to terms of offer, materially alters (off. comm. 4 & 5), offeror objects already or within reasonable time
MvC - add. terms come in if: consumer knowledge of add. terms, how and when to reject, have right to reject
hardship & surprise
2-207 official comment 4
NOT hardship & surprise -- official comment 5