# Help with the UCC?

#### Ping S

##### Help with the UCC?
« on: May 31, 2009, 12:49:18 AM »
Wondering which UCC Section applies to the following set of facts:
1. Merchant A (Seller) used to sell Widgets to Merchant B (Buyer) at .55 cents each.
2. Merchant A (Seller) later sends a quote to Merchant B (Buyer) for widgets at .50 each. (price reduction to stay competitive in this tough economic times)
3. Merchant B sends Merchant A a purchase order for widgets at .55 each.
4. Merchant A ships the widgets, these are received and accepted by Merchant B.
5. Merchant A sends an invoice to Merchant B, charging Merchant B the rate of .55 per widget.
6. Merchant B then asserts that Merchant A should have invoiced Merchant B at the rate of .50 per widget, given that .50 per widget was what Merchant A's last quote to Merchant B.

Which term is correct .50 or .55? and which UCC section applies, if at all? or should I be looking else where instead of the UCC?

#### Ninja1

• 3041
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##### Re: Help with the UCC?
« Reply #1 on: May 31, 2009, 01:06:44 AM »
Wondering which UCC Section applies to the following set of facts:
1. Merchant A (Seller) used to sell Widgets to Merchant B (Buyer) at .55 cents each.
2. Merchant A (Seller) later sends a quote to Merchant B (Buyer) for widgets at .50 each. (price reduction to stay competitive in this tough economic times)
3. Merchant B sends Merchant A a purchase order for widgets at .55 each.
4. Merchant A ships the widgets, these are received and accepted by Merchant B.
5. Merchant A sends an invoice to Merchant B, charging Merchant B the rate of .55 per widget.
6. Merchant B then asserts that Merchant A should have invoiced Merchant B at the rate of .50 per widget, given that .50 per widget was what Merchant A's last quote to Merchant B.

Which term is correct .50 or .55? and which UCC section applies, if at all? or should I be looking else where instead of the UCC?

What class is this for so I never accidentally take it?

#### Ping S

##### Re: Help with the UCC?
« Reply #2 on: May 31, 2009, 08:44:43 AM »
Law of Sales: Domestic and International. Challenging, but great class.
Any one else has input?

#### rene_descartes

##### Re: Help with the UCC?
« Reply #3 on: May 31, 2009, 01:21:09 PM »
good old UCC.
not my favourite.
i thought it was extremely dry.

#### Diet Yomajesty

• 297
##### Re: Help with the UCC?
« Reply #4 on: May 31, 2009, 01:34:45 PM »
Stupid Article 2.

It's definitely UCC, and you have a conflict of terms to deal with. This is one of those lovely fork in the facts hypos were you'd have to argue each side. The UCC does away with the last shot fired doctrine of common law, so B may not be able to win on the argument that the last communication from A quoted .50 and it should therefore be .50. I would say the knock-out rule applies in this case and a court could apply a gap filler to work it out. You also have to look at course of dealing and course of performance.

Check 2-305.

#### Ninja1

• 3041
• ☆☆☆☆☆☆☆☆☆☆
##### Re: Help with the UCC?
« Reply #5 on: May 31, 2009, 01:36:18 PM »
Law of Sales: Domestic and International. Challenging, but great class.
Any one else has input?

TY.

#### Fedlaw

##### Re: Help with the UCC?
« Reply #6 on: September 06, 2009, 01:32:41 PM »
Stupid Article 2.

It's definitely UCC, and you have a conflict of terms to deal with. This is one of those lovely fork in the facts hypos were you'd have to argue each side. The UCC does away with the last shot fired doctrine of common law, so B may not be able to win on the argument that the last communication from A quoted .50 and it should therefore be .50. I would say the knock-out rule applies in this case and a court could apply a gap filler to work it out. You also have to look at course of dealing and course of performance.

Check 2-305.

Not that it's relevant at this point, but I'd mostly agree with the above.  The prof. is probably looking for an analysis under UCC 2-207, and a knock-out application of 2-305.

I'd include the argument though that the original quote may not be an offer (the language of most quotes actually takes care to make sure that they are not offers, with acceptance reserved to the seller), that the purchase order was a counter-offer rather than making a proposal in any case, as a change in price is a "material alteration" of the putative contract (2-207(2)), and that merchant A made a binding contract of the counter-offer upon accepting it.  This would remove it from consideration under (2-207(3)) as the writings of the parties DO establish a contract, with agreement on terms.  B made an offer to buy, A accepted the offer, and invoiced on the same terms as B's offer.

#### gzl

##### Re: Help with the UCC?
« Reply #7 on: September 06, 2009, 09:04:59 PM »
Stupid Article 2.

It's definitely UCC, and you have a conflict of terms to deal with. This is one of those lovely fork in the facts hypos were you'd have to argue each side. The UCC does away with the last shot fired doctrine of common law, so B may not be able to win on the argument that the last communication from A quoted .50 and it should therefore be .50. I would say the knock-out rule applies in this case and a court could apply a gap filler to work it out. You also have to look at course of dealing and course of performance.

Check 2-305.

Not that it's relevant at this point, but I'd mostly agree with the above.  The prof. is probably looking for an analysis under UCC 2-207, and a knock-out application of 2-305.

I'd include the argument though that the original quote may not be an offer (the language of most quotes actually takes care to make sure that they are not offers, with acceptance reserved to the seller), that the purchase order was a counter-offer rather than making a proposal in any case, as a change in price is a "material alteration" of the putative contract (2-207(2)), and that merchant A made a binding contract of the counter-offer upon accepting it.  This would remove it from consideration under (2-207(3)) as the writings of the parties DO establish a contract, with agreement on terms.  B made an offer to buy, A accepted the offer, and invoiced on the same terms as B's offer.

My \$.02...

I agree re: the original quote.  It may not be an offer at all, most aren't.  If it's not, then the purchase order is the first offer, merchant A accepted it, and there's no need for 2-207.  I'd throw that in, certainly.  I'd probably even go there before moving to the UCC 2-207 stuff.

Careful about making this scenario fit into 2-207 (2) though.  Most courts (moronically, imao.  Seriously, it's asinine.) actually treat "different" terms as a distinct category, not applying 2-207(2) which only talks about "additional" terms.  If there are different terms that materially alter the agreement, (3) and the knock-out rule is usually applied.