Question

Eric needs all kinds of things for his business. He meets Mark at a ginger ale convention, and they decide to do business with one another. But, they are learning, and make some mistakes.... Assume the UCC governs the following questions (3) to (10). Eric needs bottles for his finished product, and Mark agrees that he can provide them. Eric needs 500 bottles, but they forget to agree on the PRICE of each bottle.

Question 6 and 7 go with question 8. Maybe that helps?

(6) Eric wanted emblazoned on each bottle the words "Eric's Ginger Ale" in red, white, and blue letters--and told Mark of this. Mark, not having those colors, changed his acceptance that the letters would simply be in black. Is this allowed under the UCC? How does this differ from the basic Contract Law "mirror image rule"?

In this case, As per 1302.18. (UCC 2-305), There will be a contract as this clause defines that if the prices are not fixed by the parties to the contract then the price of the product will be considered as a reasonable price on delivery. But when we talk about the common laws of the contract, if there is no price fixed for the contract, then this contract will be termed as void. In terms of UCC, this type of change in the offer is permitted as the UCC favors the formation of the contract however the terms of the offer will be dictated by the party which sends the last form of the offers. But in case of mirror image rule, no change in the offer is permitted if there are changes in the terms of the offer, then this will result in a violation of the contract.

(7) Same facts as #6, but assume Eric and Mark are BOTH merchants under the UCC. Is the fact that Mark changed the color to black still allowed? (waiting for this question to be answered).

(8) What if Eric--with Eric and Mark both merchants--SPECIFICALLY said no alterations, that the letters had to be red, white, and blue?

Answer 1

The mirror image law ensures you accept the offer exactly on the same terms of the initial bid when you commit to an agreement. The idea underlying this law is that exactly what is agreed is what is given, and only formulated contractually to match it. This is also defined as the "total acceptance" law, meaning that to construct a contract, the exact conditions proposed are the same conditions agreed upon.

So, So, the implication that Mark modified the shade to black is not permissible and this is a contract violation.

If Eric specifically mentioned that the colors of the fonts have to be red, white, and blue, then also by modifying the color of the fonts without any permission from Eric would be considered a violation of the contract.

Any contract which has no price listed in it is already void. The same holds true here. Yeah, adjustments may arise but the conditions will be controlled by the side that sends out the last form of bid.