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Unformatted text preview: on law with regard to sales contracts, effectively doing away with the mirror image
rule requiring that an acceptance exactly mirror the terms of the offer. Under the UCC, an
acceptance with additional terms is valid unless the acceptance is made conditional on the rog80328_07_c07_134-156.indd 141 10/26/12 5:52 PM Section 7.1 Offer and Acceptance of the Sales Contract CHAPTER 7 seller accepting the new terms. In general, the new terms are simply ignored and do not
become a part of the contract.
Example 7.9. Seller offers to sell her boat to buyer for $5,000 in a signed
writing. Buyer replies in a signed writing that reads, “I accept and want
you to include a boat trailer.” The contract is binding, and buyer must pay
$5,000 for the boat. The additional terms as to the boat trailer are ignored.
But if buyer replies: “I accept, provided you include a boat trailer” there is
no contract, since the acceptance was conditioned on the seller including a
boat trailer as part of the deal and is, effectively, a counteroffer.
The last example points to the need for great care in the language used in contracts. The
buyer in the first example might well have intended to make his acceptance conditional
on the seller throwing in the boat trailer, but that is not what he said, and the courts will
construe the language in a contract in accordance to its strict meaning. Hence, the difference between “I want you to” and “I expect you to” is crucial, since the latter clearly
conditions the acceptance of the seller consenting to the additional contract term, while
the former merely states a desire by the buyer that the seller accept the new contract term.
When both parties are in a sales contract, additional terms become part of the contract
• they materially change the contract, or
• the offer was limited to its terms, or
• the offeror objects within a reasonable time after receiving the acceptance containing the new terms.
Let’s consider some examples.
Example 7.10. Lancer Inc. offers to sell 500 deluxe light bulbs to Banner
Discount Stores at $2 per bulb. Banner responds that it accepts, as long as
the shipping is UPS and Banner does not have to pay the charge. This is
actually a counteroffer, because of the “as long as” language.
Example 7.11. Lancer makes the same offer. This time, Banner responds,
“We accept. Ship UPS and you pay the charge.” The cost of shipping is $5.
They have a contract, and Lancer will pay the shipping, because the shipping charge is so minimal it would not constitute a material change.
Example 7.12. Lancer makes the same offer, and Banner makes the same
response. But this time the cost of shipping is $95. They have a contract, but
Banner’s extra term is not part of the deal, since it would be a significant
cost and thus a material change.
Example 7.13. Lancer makes the same offer, except it includes language
saying “The terms of this offer may not be superseded.” Banner accepts,
adding the UPS shipping te...
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