UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

kraeton
Posts: 47
Joined: Wed May 02, 2012 2:48 am

UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby kraeton » Fri Jul 14, 2017 6:22 am

I'm at the point in my studies where now that I've memorized and am somewhat confident applying the rules and basically just doing ok on the MBE's, I take another look at the rules and go, "wtf.. why?"

So, just to restate the rule. In contrast to Common Law's "Mirror Image Rule" of Acceptance, the UCC is veering more towards a liberal interpretation of contract terms with a bias towards "yup, there's an agreement" over "nope, there ain't shit here." Thus, even if Offeree's response to the offer varies a bit, the death sentence meted out by the Common Law "Mirror Image Rule" is avoided, and the UCC has a different rule which is:

When the Offer is to Buy Goods for Current or Prompt Shipment, the Offeree may validly accept by 1 of 2 methods:


1) Promise to Ship

2) Just fuck'n ship it whether they be conforming/non-conforming goods.

So, I'm confused by Method #2. What's the possible rationale for allowing the Offeree to accept by shipping non-conforming goods, and avoiding breach by saying, "It's an accommodation." Hell, wtf is Accommodation actually?

If I'm a Buyer, and this idiot sent me a bunch of black widgets when I asked for green ones, but he's like, "bro, these are just accommodations," I'm supposed to just go, "oh, that's cool, well, I reject them," then I have to go through the hassle of sending them back, and there's no breach, because the Shipper-Seller-Offeree's tender didn't constitute an Acceptance after all?

nenydcusc
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Joined: Thu Dec 26, 2013 3:51 pm

Re: UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby nenydcusc » Fri Jul 14, 2017 8:15 am

My understanding is the shipment of non-conforming goods with notice that the shipment is an accommodation is a counter-offer rather than acceptance. A shipment of non-conforming goods without any notice of accommodation is an acceptance but also a breach of the perfect tender rule. At that point its up to buyer how they want to deal with the breach.

kraeton
Posts: 47
Joined: Wed May 02, 2012 2:48 am

Re: UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby kraeton » Fri Jul 14, 2017 9:04 am

nenydcusc wrote:My understanding is the shipment of non-conforming goods with notice that the shipment is an accommodation is a counter-offer rather than acceptance. A shipment of non-conforming goods without any notice of accommodation is an acceptance but also a breach of the perfect tender rule. At that point its up to buyer how they want to deal with the breach.


I get the rule, I'm just curious as to the rationale... i mean... am i the only one who thinks this is bullshit?

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EzraFitz
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Re: UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby EzraFitz » Fri Jul 14, 2017 9:06 am

kraeton wrote:I'm at the point in my studies where now that I've memorized and am somewhat confident applying the rules and basically just doing ok on the MBE's, I take another look at the rules and go, "wtf.. why?"

So, just to restate the rule. In contrast to Common Law's "Mirror Image Rule" of Acceptance, the UCC is veering more towards a liberal interpretation of contract terms with a bias towards "yup, there's an agreement" over "nope, there ain't shit here." Thus, even if Offeree's response to the offer varies a bit, the death sentence meted out by the Common Law "Mirror Image Rule" is avoided, and the UCC has a different rule which is:

When the Offer is to Buy Goods for Current or Prompt Shipment, the Offeree may validly accept by 1 of 2 methods:


1) Promise to Ship

2) Just fuck'n ship it whether they be conforming/non-conforming goods.

So, I'm confused by Method #2. What's the possible rationale for allowing the Offeree to accept by shipping non-conforming goods, and avoiding breach by saying, "It's an accommodation." Hell, wtf is Accommodation actually?

If I'm a Buyer, and this idiot sent me a bunch of black widgets when I asked for green ones, but he's like, "bro, these are just accommodations," I'm supposed to just go, "oh, that's cool, well, I reject them," then I have to go through the hassle of sending them back, and there's no breach, because the Shipper-Seller-Offeree's tender didn't constitute an Acceptance after all?


The point of the rule is to protect a seller who is trying to help a buyer as fast as possible. Rather than go back and forth for days trying to figure out what they might have that is useful for the buyer, they can just ship an accommodation. Often this arises (and it reflects this in the fact patterns) where there is either a buyer whose order can ALMOST be fulfilled, but the seller is a few short, or a long standing buyer/seller relationship where the seller is trying to do what it can for a loyal customer.

It also allows a seller who can't completely fulfill a request to still either a) try to keep the business by showing a good faith effort or b) nearly fill an order and send something non-conforming to try and fill it out. It is the buyer's every prerogative to reject, so they are not harmed either. And if the seller promises to send the right thing, accommodations do nothing, so it's not like it lets a seller out of their promise.

nenydcusc
Posts: 14
Joined: Thu Dec 26, 2013 3:51 pm

Re: UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby nenydcusc » Fri Jul 14, 2017 9:33 am

kraeton wrote:
I get the rule, I'm just curious as to the rationale... i mean... am i the only one who thinks this is bullshit?

It probably made sense before phones were common and business was conducted by mail (i.e. communications traveled at the same speed as shipments). Rather than send a letter saying I have most of what you need, waiting for buyer to receive the letter, then waiting for the buyer's response letter to arrive before shipping anything, the seller could just ship the non-conforming goods that he thought was likely to be good enough for the buyer. More convenient for both buyer and seller.

But I agree it's pretty dumb now and find it hard to believe this would ever happen when the seller can just call or email and work the issue out immediately.

kraeton
Posts: 47
Joined: Wed May 02, 2012 2:48 am

Re: UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby kraeton » Fri Jul 14, 2017 4:03 pm

nenydcusc wrote:
kraeton wrote:
I get the rule, I'm just curious as to the rationale... i mean... am i the only one who thinks this is bullshit?

It probably made sense before phones were common and business was conducted by mail (i.e. communications traveled at the same speed as shipments). Rather than send a letter saying I have most of what you need, waiting for buyer to receive the letter, then waiting for the buyer's response letter to arrive before shipping anything, the seller could just ship the non-conforming goods that he thought was likely to be good enough for the buyer. More convenient for both buyer and seller.

But I agree it's pretty dumb now and find it hard to believe this would ever happen when the seller can just call or email and work the issue out immediately.


As usual, I try to relate back to history, going back even centuries if need be, and obviously in a subject where we learn the ins and outs of the "Mailbox Rule" you don't necessarily think, "hmm.... the law here sure is keeping up with the times." The reason I'm so hung up on this specific rule/law is that it's "nonconforming" not by some trivial degree where it's reasonable that the Offeror-Buyer may actually be ok with it, and accept - although the rule obviously views that as a realistic scenario somehow.

I mean, under what real life circumstance even in the 1800's would it be ok for a fur salesman who wanted mink to get bear for example? Naturally, this entire situation occurs only if the Offeror-Buyer drafts an incredibly loose offer, and yes, Cts. will generally interpret an agreement if it's 50/50 whether there is one at all, but goddamn, you know?

We study plenty of "relics" in law that are still very much law because well... noone bothered cleaning them out, or they've been there for centuries, it would be a monumental undertaking to replace them (a la Property Law).

I seriously think this is the only rule/law so far that I can't even fathom a b.s. rationale, which is why I'm posting. :D

No worries, not exactly losing sleep or points for that matter because of this, but hmm... I keep on thinking I'm missing something super-fundamental here.

kraeton
Posts: 47
Joined: Wed May 02, 2012 2:48 am

Re: UCC Article 2 Acceptance, what is the Rationale behind allowing for Shipping Accommodations as a Valid Acceptance?

Postby kraeton » Fri Jul 14, 2017 4:07 pm

EzraFitz wrote:
kraeton wrote:I'm at the point in my studies where now that I've memorized and am somewhat confident applying the rules and basically just doing ok on the MBE's, I take another look at the rules and go, "wtf.. why?"

So, just to restate the rule. In contrast to Common Law's "Mirror Image Rule" of Acceptance, the UCC is veering more towards a liberal interpretation of contract terms with a bias towards "yup, there's an agreement" over "nope, there ain't shit here." Thus, even if Offeree's response to the offer varies a bit, the death sentence meted out by the Common Law "Mirror Image Rule" is avoided, and the UCC has a different rule which is:

When the Offer is to Buy Goods for Current or Prompt Shipment, the Offeree may validly accept by 1 of 2 methods:


1) Promise to Ship

2) Just fuck'n ship it whether they be conforming/non-conforming goods.

So, I'm confused by Method #2. What's the possible rationale for allowing the Offeree to accept by shipping non-conforming goods, and avoiding breach by saying, "It's an accommodation." Hell, wtf is Accommodation actually?

If I'm a Buyer, and this idiot sent me a bunch of black widgets when I asked for green ones, but he's like, "bro, these are just accommodations," I'm supposed to just go, "oh, that's cool, well, I reject them," then I have to go through the hassle of sending them back, and there's no breach, because the Shipper-Seller-Offeree's tender didn't constitute an Acceptance after all?


The point of the rule is to protect a seller who is trying to help a buyer as fast as possible. Rather than go back and forth for days trying to figure out what they might have that is useful for the buyer, they can just ship an accommodation. Often this arises (and it reflects this in the fact patterns) where there is either a buyer whose order can ALMOST be fulfilled, but the seller is a few short, or a long standing buyer/seller relationship where the seller is trying to do what it can for a loyal customer.

It also allows a seller who can't completely fulfill a request to still either a) try to keep the business by showing a good faith effort or b) nearly fill an order and send something non-conforming to try and fill it out. It is the buyer's every prerogative to reject, so they are not harmed either. And if the seller promises to send the right thing, accommodations do nothing, so it's not like it lets a seller out of their promise.


Yeah, this makes sense. Thanks.




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