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5 Cards in this Set
- Front
- Back
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What context does UCC § 2-207 apply to in contracts?
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The sale of goods only.
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§ 2-104. Definitions: "Merchant"; "Between Merchants"
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1. “Merchant”- a person who deals in goods of the kind or an intermediary (broker) that has knowledge and skill in the occupation.
2."Between Merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. |
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§ 2-105. Definitions: Transferability, Future Goods, Lot, Commercial Unit
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(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2-107).
(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell. |
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What is the UCC § 2-207 condensed rule from the teacher?
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1) As long as there is a clear, timely acceptance that is not conditional on some new terms, there is a contract, regardless of whether you want some more terms.
2) If you have one non-merchant: New terms are mere proposals that do not change the offer unless the offeror agrees to include the proposed modifications. 3) Two merchants dealing: New terms= part of the deal, unless: the offer expressly limits acceptance, the new terms materially alter it, or the offeror says forget it. 4) If the parties act like they have a deal, the law will treat them like they have a deal. If they’ve exchanged any writings, then those writings form the basis of the deal. Wherever those writings agree, they get to stay; any portions that disagree, they get to go; if what’s left leaves holes to ensure contract performance and enforcement, the UCC will use other provisions from the Code to fill in the blanks. |
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UCC § 2-207. Additional Terms in Acceptance or Confirmation.
Actual Definition from the UCC |
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. (Some of the additional terms can be contested)
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer (this means that words in the offer state that the offer cannot be altered or changed); (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received. (3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act. |
