BLAW - Chapter 21b

BLAW - Chapter 21b - Variant Acceptances & the Battle...

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If at least one of the parties is not a merchant , then the additional terms are considered “proposed” additions to the contract. If both parties are merchants, the additional terms automatically become part of the contract unless : o (1) EXPRESSLY LIMITED: the offer expressly limits acceptance to the terms of the offer—the offer states that the offer can only be accepted by conforming to the terms of the offer o (2) MATERIAL ALTERATIONS: the new terms would materially alter the terms of the original contract o (3) OFFEROR OBJECTS: the offeror notifies the offeree that he or she objects to the additional terms within a reasonable time after receiving the offeree’s modified acceptance Consideration Just like common law contracts, sales and lease contracts require consideration However, unlike the common law which requires that there be new consideration to modify a contract, the UCC requires no new consideration, it only requires that the modifications to the contract be made “in good faith” Statute of Frauds (SOF) Like the common law SOF, contracts for the sale of goods must be in writing if they are valued at $500 or more. Also, under the UCC, lease contracts that require payment of $1000 or more must also be in writing to be enforceable The biggest difference between the SOF and the common law is what constitutes a writing that will satisfy the SOF—the “written confirmation rule” Under common law, a contract required to be in writing can be enforced against a party only if that party’s (usually the defendant’s) signature is a part of the writing. Under the UCC, the same is generally true; however, the signature of the party against whom enforcement is sought is not always needed. There is one big exception. The signature is not needed if there is a written confirmation that meets the following requirements: o both parties are merchants o there is an existing oral agreement o one party sends a written confirmation of the agreement to the other within a reasonable time after the oral agreement o and the party receiving the confirmation did not object in writing within 10 days
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This note was uploaded on 05/31/2010 for the course ACCT 1237 taught by Professor Hillman during the Spring '10 term at Drake University .

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BLAW - Chapter 21b - Variant Acceptances & the Battle...

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