Offer/Acceptance Question

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pifhib2
Posts: 90
Joined: Sat Oct 22, 2011 12:47 pm

Offer/Acceptance Question

Postby pifhib2 » Wed Dec 14, 2011 6:25 pm

Party A: I offer to sell you 5,000 widgets for 501 dollars. Acceptance of this offer is expressly conditional on the terms and conditions within. Also, my form has boilerplate terms stating that I'm not liable for any damages.

Party B: Sounds good dude, I like the quantity, the price, and the delivery date. Also, my form has boilerplate terms stating that you are liable for all damages. My form doesn't have any language that tracks the UCC's 'expressly made conditional' language.

Party A: Got your form, everything is in order. Also, this form also contains boilerplate terms stating that all my offers/acceptances are expressly made conditional on the acceptance of the terms within. However, this time, my form doesn't disclaim liability for damages resulting from late shipment.

My questions are: Was a contract formed? When? What are the terms?

My analysis runs like this: Party A made an offer, Party B's acceptance wasn't effective because it varied the terms so it acted as a counteroffer, Party A's confirmation actually functions as an acceptance of B's counteroffer. The additional term that the acceptance is conditional on the terms is effective unless it materially alters the contract or B objects within 10 days.

morris248
Posts: 210
Joined: Sun Jul 17, 2011 11:30 am

Re: Offer/Acceptance Question

Postby morris248 » Thu Dec 15, 2011 12:33 am

See the battle of the forms explanation at

http://www.drbilllong.com/Sales/Forms.html

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dood
Posts: 1639
Joined: Tue Apr 21, 2009 11:59 am

Re: Offer/Acceptance Question

Postby dood » Thu Dec 15, 2011 12:52 am

morris248 wrote:See the battle of the forms explanation at

http://www.drbilllong.com/Sales/Forms.html


Wat an interesting fellow.

To OP: yeah i could argue couple things, but that's the point, it's arguable. u got decent grasp, just type furiously and u'll be fine.

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arvcondor
Posts: 371
Joined: Sun Oct 03, 2010 11:33 pm

Re: Offer/Acceptance Question

Postby arvcondor » Fri Dec 16, 2011 8:02 pm

A little confused: When party A speaks the second time and he refers to "this form" and "my form," is he referring to the form that B sent him?

pifhib2
Posts: 90
Joined: Sat Oct 22, 2011 12:47 pm

Re: Offer/Acceptance Question

Postby pifhib2 » Sat Dec 17, 2011 5:19 am

arvcondor wrote:A little confused: When party A speaks the second time and he refers to "this form" and "my form," is he referring to the form that B sent him?


Sorry, all this shit is boilerplate. "This" form actually means "my" form and "my" form means the order confirmation.

No party ever read the other party's boilerplate terms.




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