Construed as an acceptance if it contains additional

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construed as an acceptance if it contains additional or different terms and is expressly conditioned on the offeror’s assent to those terms Additional Terms May Be Stricken
- The UCC provides yet another option for dealing with conflicting terms in the parties writings -- Section 2-207(3) states that conduct by both parties that recognizes the existence of a contract is sufficient to establish a contract for sale even though the writings of the parties do not otherwise establish a contract In this situation, “the terms of the particular contact will 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” - Any dispute over contract terms, this provision allows a court simply to strike from the contract those terms on which the parties do not agree Consideration - The UCC does not require a contract modification to be supported by new consideration -- The UCC states that an agreement modifying a contract for the sale or lease of goods “needs no consideration to be binding” Modifications Must Be Made In Good Faith - Of course, any contract modification must be made in good faith -- A shift in the market is a good faith reason for contract modification This attempt at extortion through modification without a legitimate commercial reason would be ineffective because it would violate the duty of good faith When Modification Without Consideration Does Require a Writing - In some situations, an agreement to modify a sales or lease contract without consideration must be in writing to be enforceable -- Contract itself specifies that any changes must be in writing -- If a consumer (non-merchant buyer) is dealing with a merchant and the merchant supplies the form that contains the prohibition against oral modification, the consumer must sign a separate acknowledgement of the clause -- Also under Article 2, any modification that brings a sales contract under the Statute of Frauds must usually be in writing to be enforceable The Statute of Frauds - The UCC contains Statute of Frauds provisions covering sales and lease contracts -- Under these provisions, sales contracts for gods priced at $500 or more and lease contracts requiring total payments of $1000 or more must be in writing to be enforceable Sufficiency of the Writing - A writing or a memorandum will be sufficient as long as it indicates that the parties intended to form a contract and as long as it is signed by the party against whom enforcement is sought -- The contract normally will not be enforceable beyond the quantity of goods shown in the writing All other terms can be proved in court by oral testimony Special Rules for Contracts between Merchants - Merchants can satisfy the Statute of Frauds if, after the parties have agreed orally, one of the merchants sends a signed written confirmation to the other merchant within a reasonable time -- The communication must indicate the terms of the agreement, and the merchant

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