UCC Shortsheet-Crespi

UCC Shortsheet-Crespi - substantial change (ex:...

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Fall 07 – Crespi - Gibson UCC 2-207 intent to change CL mirror image and last shot rule go to CL to fill gaps (1-103) K exists? 2-207(1) Expression of acceptance (new terms = For terms analysis, go to 2-207(2)) o Must be definite and seasonable or written confirmation (new terms = proposal for Kx) If new terms, still an acceptance, unless acceptance is expressly conditional on the terms. If conditional, go to 2-207(3). 2-207(3) Conduct by both parties: both acting as if there is a Kx Terms of K? Non Merchants – written acceptance: 2-207(1) – 2- 207(2) New terms are just proposals to the K and not binding Merchants – written acceptance: 2-207(2) Additional terms are part of Kx, unless: o Offeree requires conditional acceptance (a) o Offeree materially alters K (b) Surprise/hardship
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Unformatted text preview: substantial change (ex: arbitration, reject warranties) o Offeror has already rejected or rejects within a reasonable time (c) Under 2-207(2), everything in the 1 st communication is in the deal unless (1) offeree revokes or (2) expressly conditional. Conduct Acceptance: Additional Terms? 2-207(3) • Still an acceptance • But the K consists of the terms that are common to both forms • Different terms: o CL: Master of the offer is offeror o Treat like additional 2-207(2) (comment 3, 5) o Knockout rule: different terms cancel each other out, then gap filler • Supplemental terms (gap fillers) 2-308 (delivery to seller), 2-310 ($ on delivery), 2-314/5 (minimum warranties) Fall 07 – Crespi - Gibson...
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This note was uploaded on 04/13/2008 for the course LAW 101 taught by Professor Crespi during the Fall '08 term at SMU.

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UCC Shortsheet-Crespi - substantial change (ex:...

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