Acceptance

Between merchants, the additional terms become part of the contract unless:

- The offer expressly limited acceptance to its own terms. - The new terms materially alter the offer. - The offeror objects to the new terms within a reasonable period of time. in other words, you can't materially alter the offer, if offeror limits acceptance to his/or her own terms, and if the offferor completely objects new terms within a reasonably period of time.

What in the UCC section 2-207, or, "Battle of the Forms." provide to create a contract?

- A definite and timely expression of acceptance creates a contract; - Even when the acceptance contains additional or different terms from the offer; - Unless the offer expressly conditions acceptance on its own terms.

What is properly dispatched?

"Properly dispatched" means it had the right postage and address or if it was an e-mail or fax, it was sent to the right address or fax #.

what comes of an acceptance to Ambiguous offers?

An offer may be accepted in any reasonable manner when the offer is unclear concerning the manner of acceptance.

What happens after accepting to a stipulated offer?

Acceptance by a stipulated means will result in a contract (assuming that the acceptance is a timely one.)

What is the difference between instantaneously acceptance and non-instantaneously acceptance?

Acceptance can be communicated instantaneously (verbally or nodding "yes") or non-instantaneously (any other means of transmitting your acceptance.)

what is considered a non-instantaneous accemptance? and does this create a time lag between dispatch and receipt by the offeror.

Acceptance communicated by mail, fax, or some other non-instantaneous means creates a time lag between dispatch and receipt by the offeror. • As a general rule, the mailbox rule determines when such responses are effective.

What is Dispatch?

Acceptance is effective when sent (as long as it was properly dispatched.)

What comes of an acceptance into a unilateral contract?

Acceptance is through performance of the requested act. • Offeror cannot revoke once performance has begun.

What is authorized means?

An authorized means (i.e., "you may accept by registered mail") is optional, not mandatory. • As long as a particular means is not excluded, you could accept the offer, above, by any reasonable means.

What are two acceptances that do not constitute a counter offer?

An inquiry about the terms or a grumbling acceptance do not constitute a counteroffer. no matter what, they need to be clear on rejection or acceptance, these two acceptances are not an assent.

What comes of an acceptance into a bilateral contract?

An offeree to a bilateral contract generally MUST COMMUNICATE HIS INTENT to be bound by the offer for a bilateral contract to come into being. The offeree must make the promise requested by the offer. • Acceptance can be express or implied.

What is the general rule to acceptance being silent?

An offeree's silence, without more, is not an acceptance. - An offeror cannot impose a duty to respond to the offer.

What is the mailbox rule? key memory, TIMING RULE!

As a general rule, an acceptance is effective upon dispatch. • An express contract results, even if the acceptance arrives after the deadline. It is a timing rule, It applies to non-instantaneous forms of acceptance like U.S. mail, fax, and e- mail. • It governs when an acceptance becomes effective.

Mirror Image Rule

Common Law: must be the mirror image of the offer; ***ANY ATTEMPTS TO ADD OR CHANGE TERMS TO THE OFFER IS CONSIDERED A COUNTEROFFER**

what comes of an acceptance when writing is anticipated.?

Depending upon the circumstances, parties may or may not be bound if they do not sign a formal agreement. meaning courts will find if during the process of the formal agreement an acceptance had been reached.

What happens when non-conforming goods arrive on the due date?

If non-conforming goods arrive on the due date and the buyer can't get the goods originally ordered elsewhere: • the shipment of non-conforming goods is considered an acceptance of the original offer to buy as well as a breach. acceptance/breach

What happens of the offeror does not require a particular means of acceptance, (or stipulates)?

If the offer does not require a particular means of acceptance, any reasonable means of communication is effective.

what comes of shipment of nonconforming goods under the UCC?

Shipment of nonconforming goods will constitute an rejection/counteroffer if seller notifies buyer that the goods are shipped as an accommodation -AND • They arrive far enough in advance of the actual due-date that the offeror can still locate conforming goods elsewhere.

What is Stipulation?

Stipulation - the offeror has the power to specify the precise time, place, and manner in which the acceptance must be communicated. If not stipulated, The offeree may accept by any reasonable means of communication if the offer does not stipulate that the offeror must use a particular method of communication. • "Stipulated" means required. • Look for language in the offer like: • "Must", "required", "shall" etc. in regard to method of acceptance. Acceptance by any means other than the means stipulated by the offeror will result in NO contract -- even if the acceptance arrived early!!

What can the offeror do to change this default rule of the mailbox rule?

The offeror, as master of the offer, can specify in the language of the offer that acceptance will only be effective upon receipt.

what comes of an acceptance by shipment? Key memory: WHAT DOES THE UCC APPLY?

Under UCC section 2-206(b) an offer to buy goods for prompt shipment can be accepted by: - A prompt promise to ship. - Prompt shipment of conforming or nonconforming goods.

Under the UCC, can a contract be performed if offer and acceptance don't follow the mirror image rule?

Yes. Under the UCC, an express contract may be formed even when there is some variance between the terms of the offer and acceptance. "Battle of the Forms"

Does California follow the traditional version of the mirror image rule?

Yes. California Civil Code Section 1585 States, "An Acceptance must be absolute and unqualified, OR must include in itself an acceptance of the character which the proposer can separate from the rest, and will conclude the person accepting. A qualified acceptance is a new proposal." in other words "unqualified acceptance" means it is not subject to any conditions. and "qualified acceptance" means an assent to an offer that is either conditional or partial and alters the offer by changing the time, amount, mode, or place of payment.

what are exceptions to an acceptance being silent?

• An established pattern of conduct between these two parties wherein offeree's silence has come to mean acceptance • Situations where the offeree indicates that his or her own silence will constitute acceptance. E.G ("If you don't hear from me by Friday, assume I'll buy the car at your asking price.")