ExpertHard1 markMultiple Choice
CPA · Question 09 · Area II: Business Law
On June 1, Buyer sent a purchase order to Seller for 1,000 widgets at $10 each. The purchase order stated 'delivery by June 30'. On June 3, Seller sent an acknowledgment form that stated, 'We accept your order. Delivery will be by July 15.' Buyer did not object. Under UCC Article 2, which of the following is correct?
On June 1, Buyer sent a purchase order to Seller for 1,000 widgets at $10 each. The purchase order stated 'delivery by June 30'. On June 3, Seller sent an acknowledgment form that stated, 'We accept your order. Delivery will be by July 15.' Buyer did not object. Under UCC Article 2, which of the following is correct?
Answer options:
A.
No contract was formed because the acceptance did not mirror the offer.
B.
A contract was formed, but the delivery date is a proposal for addition to the contract.
C.
A contract was formed with the delivery date of July 15.
D.
A contract was formed with the delivery date of June 30.
How to approach this question
Apply UCC 2-207 'Battle of the Forms'.
Full Answer
B.A contract was formed, but the delivery date is a proposal for addition to the contract.✓ Correct
B
Under UCC §2-207 (Battle of the Forms), a definite expression of acceptance operates as an acceptance even if it states terms additional to or different from those offered. Thus, a contract IS formed. Between merchants, additional terms become part of the contract unless they materially alter it. A change in delivery date is generally considered a material alteration. Therefore, the new date is a proposal that does not become part of the contract unless expressly agreed to.
Common mistakes
Applying common law 'mirror image' rule to a sale of goods.
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