12. In an action brought by the widow, if the car dealer denies that the parties had a binding contract on May 3, which of the following most persuasively supports the widow's position?

On May 1, the widow wrote the car dealer a signed letter offering to buy «one new sports car, with all available equipment, for $180,000 cash on delivery not later than June 1.» By coincidence, the car dealer wrote the widow a signed letter on May 1 offering to sell her «one new sports car, with all available equipment, for $180,000 cash on delivery not later than June 1.» These letters crossed in the mail and were respectively received and read by the widow and car dealer on May 2.

For several weeks, a wealthy, unemployed widow and a car dealer negotiated unsuccessfully over the purchase price of a new sports car. The car dealer knew the widow wanted her son to have the sports car as a wedding gift. On April 27, the car dealer sent the widow a signed, dated memo saying, «If we can arrive at the same price within the next week, do we have a deal?» The widow wrote «Yes» and her signature at the bottom of the memo and delivered it back to the car dealer on April 29.

A sale-of-goods contract may be made in any manner sufficient to show agreement, even though the moment of its making is undetermined
A sale-of goods contract does not require that an acceptance be a mirror image of the offer
With respect both to the making of an agreement and the requirement of consideration, identical cross-offers are functionally the same as an offer followed by a responsive acceptance
Since the car dealer was a merchant in the transaction and the widow was not, the car dealer is estopped to deny that the parties' correspondence created a binding contract

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The mutual assent necessary for the formation of a valid contract generally takes place through an offer and an acceptance. An offer is a statement or act that creates a power of acceptance. When a person makes an offer, he is indicating that he is willing to be immediately bound by the other person's acceptance without further negotiation. An acceptance is a statement or act that indicates the offeree's immediate intent to enter into the deal proposed by the offer. An acceptance is the offeree's manifestation of assent to the terms of the offer, made in a matter invited or required by the offer. The offeror is the master of his offer, which means he may prescribe the method by which it may be accepted.

A is correct. Under the Uniform Commercial Code (UCC), appropriate conduct between the parties may be sufficient to show agreement to a contract for the sale of goods, even if an exchange of correspondence between the parties makes the exact moment of contract formation indeterminate. The car dealer and the widow agreed to enter into a contract for the sale of one new sports car if they could reach an agreement on a price within a week. Five days later, each party received a letter from the other proposing the exact same terms. Although it is unclear which communication was the offer and which was the acceptance, the exchange of correspondence proposing identical terms demonstrates that the condition was met and that the parties' conduct manifested agreement.

B is incorrect. UCC § 2-207 departs from the «mirror-image» common law rule that requires the acceptance to match the offer. § 2-207 relaxes this rule to allow contracts to be formed even when the acceptance differs from the offer, and determine what the terms of that contract are. Under § 2-207, between merchants, the additional terms proposed in the acceptance can become part of the contract under certain circumstances if the other party remains silent. The mirror image rule is not at issue because the parties' proposed terms were identical.

C is incorrect. Under the UCC, appropriate conduct between the parties may be sufficient to show agreement to a contract for the sale of goods, even if an exchange of correspondence between the parties makes the exact moment of contract formation indeterminate. Unclear communication can create a manifestation of agreement, but a cross-offer functions as a rejection followed by a counter-offer.

D is incorrect. A party's status as either a merchant or a non-merchant can be determinative of some rules and protections found in the UCC. The car dealer's status as a merchant is not relevant to the issue of estoppel.

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12. In an action brought by the widow, if the car dealer denies that the parties had a binding contract on May 3, which of the following most persuasively supports the widow's position?

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