06 Week Contracts Slides

# PCL 1L Contracts    [@peoplescollolaw](https://twitter.com/peoplescollolaw) --- # Part I ## Review --- ## **Acceptance** Acceptance is a manifestation of unequivocal assent to the terms of the offer. At common law the mirror image rule applies. Under the UCC an offer may be accepted by any reasonable means. --- ### Communicated - Generally acceptance must be communicated - unless waived in offer - Silence as acceptance - receives benefit from party that would reasonable expect payment and does nothing to stop them - existing trade relationship --- ### Method - Any reasonable manner - Unless offer specifies specific manner or act - UCC offer to buy for current or prompt shipment - Accept by current or prompt shipment or promise to ship --- ## Mirror Image Rule At common law the **acceptance** must be an absolute and unequivocal acceptance to each and every term of the offer. Anything else is a *rejection* and *counteroffer*. --- ### Distinguishing rejection from… - Statements of implicit terms - So-called "grumbling acceptance" - Requests for clarification --- ### Prompt shipment revisited ***Offer must be for current or prompt shipment*** - acceptance by current of prompt shipment of conforming goods - acceptance by current of prompt shipment of nonconforming goods with a notice of **accommodation** - no notice is breach - prior promise to ship conforming is breach --- | Offeree Response | Contract? | Result | |:------------------------------- |:-------------- |:---------------- | | No action | No | N/A | | Promise to ship | Yes | Must Ship | | **GOODS SHIPPED…** | | | | Conforming | Yes | Discharged | | Nonconforming w/notice | Offeror Option | N/A or Discharge | | Nonconforming w/notice +promise | Yes | Breach | | Nonconforming | Yes | Breach | --- ## The Mailbox Rule Acceptance by mail or similar means is effective upon proper dispatch, where proper dispatch means correctly addressed with correct postage. Exceptions: - Offer terms expressly state acceptance effective on receipt only - Option contracts --- ### CMR Chart Review See the CMR document posted on Populi - Revocation = receipt - Rejection = receipt - Acceptance = dispatch (proper) --- # Part II --- ## More UCC Acceptance There is no mirror image rule under the UCC - Additional or differing terms are an acceptance - whether they become part of the contract is a different question - Acceptance **conditioned** on additional or differing terms is a rejection unless offeror expressly assents --- ### Nonmerchants If any party is a nonmerchant, then additional or differing terms are "mere proposals" and not incorporated unless offeror expressly agrees. It's a different story if the parties are both merchants. --- ## Battle of the Forms (UCC 2-207) Additional terms in acceptance will become part of the contract if: 1) both parties are merchants, 2) the offer was not expressly limited to its terms, 3) the terms do not materially alter the terms of the offer, and 4) the offeror does not object in with a reasonable time (generally 10 days). --- ### Battle of the Forms continued Add this if the fact pattern has differing as opposed to additional terms. Differing terms are treated as additional terms by some jurisdictions, while others apply the "knockout rule" which discards the differing terms and supplies the term using UCC gap fillers. --- ## Example [June 2012](http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/FYSelectedAnswerswithQuestions_R.pdf) FYLSX Q1 ###### http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/FYSelectedAnswerswithQuestions_R.pdf --- # Part III --- ### Our cases this week *Dorton v. Collins & Aikman* *Diamond Fruit Growers v. Krack Corp.* --- ## Midterm Debrief - MBE - Essay --- :scales: :mortar_board: [@peoplescollolaw](https://twitter.com/peoplescollolaw) :mortar_board: :scales: ---