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30. Which of the following arguments will best serve the vendor's defense?
The potential buyer now sues the vendor for breach of contract.
5. Telegram from the potential buyer received by the vendor on June 10, after the vendor has sold and delivered all of the QT's to another buyer earlier that day: «Okay. I'm over a barrel and will pick up the goods on your terms June 12.»
4 Letter from the potential buyer received in U.S. mail by the vendor on June 9: «I don't deal with people who can't accommodate our simple requests.»
3. Telegram from the vendor received by the potential buyer on June 6: «You must pick up at our platform and pay C.O.D.»
2. Letter from the potential buyer received in U.S. mail by the vendor on June 5: «I accept. Would prefer to pay in full 30 days after invoice.»
1. Telegram from the vendor received by the potential buyer on June 2: «You're in luck. We have only 100 QT's, all on clearance at 50% off usual wholesale of $120 per unit, for delivery at our shipping platform on June 12.»
A potential buyer telegraphed a vendor on June 1, «At what price will you sell 100 of your QT-Model garbage-disposal units for delivery around June 10?» Thereafter, the following communications were exchanged:
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Although as a general rule, the additional term will automatically be part of the contract, if the additional term materially alters the contract or the other party objects to the addition of the contract, they will not automatically be added to the final agreement. Whether an additional term «materially alters» the contract is decided on a case by case basis.
D is correct. The best argument for the vendor to defend against enforcement of the contract is that the June 9 communication excused him from performance, regardless of whether a contract had been formed. The UCC rejects the common law mirror image rule. Thus, under the UCC, a written acceptance of a contract for the sale of goods generally will operate as an acceptance even if it states additional or different terms. The additional or different terms, however, will not become part of the contract if they materially alter the contract, unless the offeror expressly agrees to such term.
Here, the potential buyer's June 5th letter operated as an acceptance of the vendor's offer but proposed a later payment date. Because the vendor expressly rejected this proposed term, it did not form part of the contract. Therefore, the potential buyer's June 9 communication operated as a repudiation of an existing agreement to buy 100 QTs.
A is incorrect. This is not the best argument for the vendor because even though the communication by the vendor on June 2 quoted a price, it manifested an intent to make an offer to sell 100 QTs, so it would not preclude the formation of a valid contract between the parties.
B is incorrect. This choice applies the common law mirror image rule, which would prevent an acceptance from being valid if it communicated different terms than what the offer contained. However, the UCC rejects this mirror image rule and allows for terms to vary in an acceptance without disrupting the formation of a valid contract.
C is incorrect. This would also not be an effective argument because Article 2 of the UCC allows acceptance to be made by any reasonable method under the circumstances, which includes use of the mail here.