Question

Harry (who owns the houses and is being sued by Rebecca) is also a furniture dealer in town. Harry calls up another merchant and says he will sell 30 dressers for the standard price and the other merchant Sam says you have a deal. (The standard price is $80 each.) Harry then sends an email to the other merchant confirming what he just said, and says the items will be sent in one week. The other merchant promptly responds via email and says he has no room for them and can't pay for them, and needs three weeks. Harry calls him, and screams we had a deal, we have a deal and I will ship next week and will sue if you don't accept them and pay for them in a week. The other merchant says I want them, but will not take them until 3 weeks from now. Harry reads Section 2-207 of the UCC which says:  

(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

(2) The additional terms are to be construed as proposals for addition to the contract. Such terms become part of the contract unless:

• (a) the offer expressly limits acceptance to the terms of the offer;

• (b) they materially alter it; or

• (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract 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.

1. Do the parties have a deal here?

2. When must payment be made?  

3. If Harry ships in one week, can he demand payment on delivery?  

4. Discuss why you think they do or don't have an agreement, and why the modifications are or are not valid.

Answer 1

As per clause 2207.1, any acceptance which states additional terms is considered as a 'definite expression of acceptance. Thus, the acceptance is valid because all the terms of the offer were accepted by Superior with an additional term of delivery date.

Post the acceptance by Superior, the following terms of the contract have been formed:

• Quantity of oranges : 100 crates
• Price : $35 per crate

conditional to the term of

• Delivery date : no later than November 15,2018

The acceptance is valid here because the email sent by Superior to Standard Fruits accepting the offer does not include any additional terms that materially alter the offer and the offer made does not limit any terms related to delivery. According to UCC 2207, the additional terms become part of the contract unless, the original offer expressly limited acceptance to its terms, new or changed terms materially alter the contract or the offeror objects to the new changed terms within a reasonable period of time. The material alteration of the contract occurs when there is an unreasonable element of surprise or hardship for the offeror. Here the delivery terms included are reasonable without any element of surprise or hardship as the delivery is required only after one month of accepting the offer. The terms of the contract that has been formed include that Standard Fruits should sell 100 crates of oranges at $35.00 per crate to Superior Markets and the oranges should be delivered no later than November 15, 2018.