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General Board / Re: UCC 2-207 HELP!!!!
« on: November 27, 2005, 09:45:32 AM »
The way courts have generally interpreted 2-207 and "the offeree's acceptance is expressly made conditional on assent to additional or different terms" is that only those exact words will act as a rejection of the offer. If you have anything less, no matter how close it may be, the courts will generally construe it as an additional term (Courts love to uphold the creation of a contract). You may still have a definite and seasonal expression of acceptance.
So depending on what the language is you may either go to subsection 2 or 3 (if there is conduct that resembles a contract).
If the language deviates from "acceptance made conditional" run through a subsection 2 analysis.
If the language is exact and yet there is a delivery and acceptance of the materials then you go to subsection 3.
The contract consists of those terms on which the writings of the parties agree.
If you haven’t agreed to it, its not in the contract; and therefore the terms would be thrown out.
I don't know if you have discussed the last shot theory in your class, but it might be worthwhile to mention
it.
Since its a creation of a law school professor, chances are he/she made it as ambiguous as possible so you have to argue both the subection 2 and 3 routes.
So depending on what the language is you may either go to subsection 2 or 3 (if there is conduct that resembles a contract).
If the language deviates from "acceptance made conditional" run through a subsection 2 analysis.
If the language is exact and yet there is a delivery and acceptance of the materials then you go to subsection 3.
The contract consists of those terms on which the writings of the parties agree.
If you haven’t agreed to it, its not in the contract; and therefore the terms would be thrown out.
I don't know if you have discussed the last shot theory in your class, but it might be worthwhile to mention
it.
Since its a creation of a law school professor, chances are he/she made it as ambiguous as possible so you have to argue both the subection 2 and 3 routes.
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