Quiz 4 Flashcards
What does UCC 2-207 (1) say about additional terms in acceptance or confirmation?
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
What does UCC 2-207(2) say about terms of a contract under subsection 1?
The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(1) The offer expressly limits acceptance to the terms of the offer;
(2) They materially alter it;
(3) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received
What does UCC 2-207(3) say about additional terms in acceptance or confirmation?
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 the act.
What does UCC 2-204 say about formation in general?
(1) Contract for sale of good can be made in any manner sufficient to show an agreement, including conduct by parties showing there is a contract.
(2) An agreement sufficient to complete a contract could exist even if moment of its making is undetermined
(3) Even if one or more terms for the deal are left open, a contract can still exist despite its indefiniteness if the parties intended to make the contract and there is a basis for a remedy.
What does CISG 18 say? (Sorry there isn’t a title for this…)
(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.
(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time has fixed or, if no time is fixed within a reasonable time, due account being taken of the circumstances of the transactions, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.
(3) However, if by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.
What does CISG 19 state? (Sorry there isn’t a title for this…)
(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counteroffer.
(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.
(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place, and time of delivery, extent of one party’s liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.
What does R(2) Section 20 say about the effect of misunderstanding?
(1) There is no manifestation of mutual assent to an exchange if the parties attach materially different meanings to their manifestations
(a) Neither party knows or has reason to know the meaning attached by the other;
(b) Each party knows or each party has reason to know the meaning attached by the other.
(2) The manifestations of the parties are operative in accordance with the meaning attached to them by one of the parties if
(a) That party does not know of any different meaning attached by the other, and the other knows the meaning attached by the first party; or
(b)That party has no reason to know of any different meaning attached by the other, and the other has reason to know the meaning attached by the first party.
What does R(2) section 33 say about certainty?
Even though a manifestation is intended to be understood as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are reasonably certain.
The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy.
The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance.
What is an adhesion contract?
A standard form agreement that one party with significant bargaining power gives to another on a take it or leave it basis.
What are the 4 ways to accept terms online?
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