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20. The accountant is contractually obligated to deliver the stacks because
On November 10, the lawyer received a signed letter from the accountant that stated: «I have decided to dispose of the book stacks containing the law books you have already purchased. If you want the stacks, I will deliver them to you along with the books on December 1 at no additional cost to you. Let me know before November 15 whether you want them. I will not sell them to anyone else before then.» On November 14, the lawyer faxed and the accountant received the following message: «I accept your offer of the stacks.» The accountant was not a merchant with respect to either law books or book stacks.
On November 1, an accountant and a lawyer contracted for the sale by the accountant to the lawyer of the law books the accountant had inherited from his father. The lawyer agreed to pay the purchase price of $10,000 when the accountant delivered the books on December 1.
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The Uniform Commercial Code (UCC) explicitly removes the consideration requirement for modifications of existing contracts: «An agreement modifying a contract within this article needs no consideration to be binding.» UCC § 2-209(1). Instead of requiring consideration to make modifications to existing contracts enforceable, the UCC requires every contract for the sale of goods to impose an obligation of good faith and reserves the court's right to refuse to enforce any contract it finds unconscionable.
Because the offeror is master of his offer, he can set a time limit for acceptance. At the end of this time limit, the offeree's power of acceptance automatically terminates by lapse. If the offer does not set a time limit for acceptance, the power of acceptance terminates at the end of a reasonable time period. The court must determine what a reasonable time for acceptance is as a question of fact, depending on all circumstances existing when the offer and attempted acceptance were made.
B is correct. This is a contract for the sale of goods, thus governed by the UCC. Under the UCC, modification of a contract for the sale of goods needs no additional consideration to be binding. When the accountant proposed on November 10 to supply the book stacks along with the law books at no additional cost, his offer proposed a unilateral modification of the contract, which the lawyer accepted before the offer lapsed. Because the contract involves a sale of goods (books), the modification is enforceable notwithstanding the lack of additional consideration.
A is incorrect. Nothing in this fact pattern gives any indication that consideration was given to effect the modification. Rather, the modification was gratuitous.
C is incorrect. Rescission may be unilateral, such as when a party rightfully cancels a contract because of another party's material breach. The lawyer's November 14 communication was merely an acceptance of the modification and did not discharge the original obligation. There was no cancellation of the contract by these actions.
D is incorrect. Article 2 of the UCC governs the sale of goods, which is defined by § 2-105. Consideration is not required for the modification of a sales contract for goods under Article 2.