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  • Problem #3: Between Merchants Such Terms Become Part of The Contract

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    jmturner133
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    This document analyzes a potential contract dispute between Evergreen and Iceberg Glass under the Uniform Commercial Code. It finds that: 1) Iceberg's response stating "We will proceed with acknowledgement of this letter" is not clearly conditional on assent to additional terms, so a contract is formed under UCC §2-207(1). 2) Additional terms proposed by Iceberg would not become part of the contract under §2-207(2) because they materially alter the original terms offered by Evergreen. 3) If Iceberg's acceptance was found to be expressly conditional, no contract would be formed under §2-207(1) and the analysis would proceed to §2-207

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    UCC 2-207

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    Problem 3

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    This document analyzes a potential contract dispute between Evergreen and Iceberg Glass under the Uniform Commercial Code. It finds that: 1) Iceberg's response stating "We will proceed with acknowledgement of this letter" is not clearly conditional on assent to additional terms, so a contract is formed under UCC §2-207(1). 2) Additional terms proposed by Iceberg would not become part of the contract under §2-207(2) because they materially alter the original terms offered by Evergreen. 3) If Iceberg's acceptance was found to be expressly conditional, no contract would be formed under §2-207(1) and the analysis would proceed to §2-207

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    22 views1 page

    Problem #3: Between Merchants Such Terms Become Part of The Contract

    Uploaded by

    jmturner133
    This document analyzes a potential contract dispute between Evergreen and Iceberg Glass under the Uniform Commercial Code. It finds that: 1) Iceberg's response stating "We will proceed with acknowledgement of this letter" is not clearly conditional on assent to additional terms, so a contract is formed under UCC §2-207(1). 2) Additional terms proposed by Iceberg would not become part of the contract under §2-207(2) because they materially alter the original terms offered by Evergreen. 3) If Iceberg's acceptance was found to be expressly conditional, no contract would be formed under §2-207(1) and the analysis would proceed to §2-207

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    Problem #3

    Saturday, October 25, 2014

    2:43 PM

    Dorton test: acceptance subject to terms on back not


    expressly conditional. Sets high threshold. Expressly
    condition only if it clearly and unequivocally indicates
    seller will no proceed unless buyer assents to the
    terms. Under Dorton test, probably not expressly
    conditional

    Between merchants: both are merchants but iceberg is a merchant of goods


    of the kind, Evergreen holds himself out as having knowledge or skill
    peculiar to the practices or goods involved in the transaction (they
    presumably buy glass with frequency.
    2-207(1)

    Different terms but still a K

    If "We will proceed with acknowledgement of this letter" not expressly


    conditional, then yes K under 2-207(1)
    - Proceed to 2-207(2)
    Additional terms to be construed as proposals for addition to the
    contract.
    Between merchants such terms become part of the contract
    unless:
    offer expressly limits acceptance to the terms of the offer
    (Evergreen did not do this). We offer to buy 10000 square
    feet of glass to be installed for 18 a square foot including
    installation. We anticipate a prompt reply. Acceptance not
    limited to the terms of the offer.
    They materially alter it. They did do this
    - Therefore additional terms not part of the K because they materially
    alter the K.

    Briefs Page 1

    Acceptance = expressly conditional, therefore no K

    Acceptance sent by Iceberg glass within reasonable amount of time, stating terms
    different from those offered by Evergreen.
    Iceberg: "We will proceed with acknowledgement of this letter" = expressly conditional??
    does this language imply that acceptance is expressly conditional on assent of additional
    terms?
    - If so, no contract under 2-207(1)
    Proceed to 2-207(3)
    Look to conduct by both parties which recognizes the existence of a
    contract. Evergreen acknowledges acceptance of its order, Iceberg
    sends goods, which are accepted and used by Evergreen. May suggest
    that a contract was created.
    Terms of the contract would then be the terms on which the
    writings of the parties agreed (with any supplementary terms
    incorporated under any other provisions of the Act).

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