Contracts Final 2-207 Problem Forum

[Gamecock227]

I left my contracts final Tuesday in which the final question on the test was a 2-207 Problem.

Original Offeror sent a purchase order that said "Acceptance is limited to these terms ________"

Offeree replies in accordance to 2-207(1) except he changes the term that acceptance was limited to...

I decided that to interpret the statute in order that this would not be an acceptance nor form a contract.

No performance was there for 2-207(3) to form the contract.

Others thoughts...? This question lingers on my mind since I took the exam. I am the only one who interpreted the statute to protect the original offeror, the general notion has always been the offeror has the power and I think it should stay that way.

Humor me lol.

[splitmuch]

Did the question specify that it was a 2-207 question? What were the terms?

In a vacuum, if the terms were so different as not to be an acceptance but a counter-offer your thinking would make sense but ,If it specifically said 2-207 I would think that the question was not an offer-acceptance question because 2-207 is about how to handle differing (peripheral) terms in a contract that has been formed....that's my understanding anyway (another 1L here). Especially if there were overlapping terms in the facts give I would think the answer would be

(a) terms that appear in the records of both parties;

. Now this also seems like a really simple answer (assuming that your test is open outline/book) which means it could have been a deceptively complex question and I am completely wrong. its kind of hard to tell without the context of the class/exam/exact wording of the question.

[Gamecock227]

It didn't actually say that it was a 2-207 question, but our professor is very deceptive lol I think they all are.

The question was for goods, he made a point to show that they agreed on all terms except the one that the offeror made conditional in this case.

I read online everywhere that 2-207 is very controversial because it can be read in many different ways... I go to school in LA where all of our law is supposed to come from codes and it is always interpreted in so many ways.

But the second part of 2-207(1) it says unless acceptance is made expressly conditional on assent. And our professor hid the ball well on this. On purpose I think he set me up for this question lol.

Because you can read it as The offeree sends an acceptance and it has different terms but if the OFFEREE says acceptance is expressly conditionial on his new terms OR you can read it to say that if the Offeror states terms that must be assented to and the OFFEREE doesn't than it is not an acceptance. He brought this up in class, but did not divulge into the dual readings and we only did cases.

If 2-207 applied to everything its like I could agree to the four main points of offers, but then I could just change everything else and still accept the contract it seems ridiculous. No matter how smart of a lawyer you have who writes your purchase order form you cannot be protected as the offeror and you are susceptible essentially to many unwanted contracts.

I realize why this is one of the most disputed statutes in contracts after Tuesday. I just hope that since I answered differently than the other ten people I talked to that if I reasoned it better than them that I might win. Either way I would litigate against all of them in the real world lol

[Gamecock227]

Heres the question:

A company that specializes in making dancer's clothing sends a purchase order to a fabric dealer.

They state price quantity quality and on the Back it states that "Acceptance is limited to a 60 day return policy for any reason"

The other company replies and states that they agree to everything but the return policy and state their own.

I could very easily be wrong and that the contract was formed and the statement that acceptance is limited to _____ would be the rejection under 2-207(2)(c). But they must reject "after they receive notification.

I just basically read 2-207(1) completely different than my classmates.

[splitmuch]

Ah I thought it was a weird question, the LA civil code thing explains it. I'm not super familiar with the code (we didn't talk about it at all in class but had some proisions for readings) so I was going off a reading from thecornell site which doesnt say "unless acceptance is made expressly conditional on assent. "

Personally If I were you I would have made both arguments. As in "one could argue that no contract was formed becaus of ____(your argument)" and then added, "but, if the court found that a cotnract was formed, the terms would be limited to _____ (and do the analysis your classmates did)"

[Gamecock227]

Right the double argument is what I would have done, but the professor puts a 400 word limit on each question, therefore you pick your side you run with it and if you miss well you miss.

Getting to Maybe isn't really promoted by any of my professors, 4 out of 5 almost force us to argue one side. The quote here is

"This isn't judge school" lol, you will have to argue one side of things before you decide you can look at both sides.

[jess]

.

[rogermurdoch]

It can't be an acceptance if the offer limits acceptance to its stated terms. There is no K formed by the written offer and acceptance. However, the language in 2-207(1) "unless acceptance is expressly made conditional on assent" is not what prevents this from being an acceptance. The reason it's not an acceptance is because it just does not assent to the terms of the offer. Offeror is master of the offer, so if he says acceptance is limited to his terms then that rules.

[Gamecock227]

That's how I argued it. It doesn't fulfill one. It does not agree to the offer in general so it's not acceptane and there is not an acceptance under part 3. No contract.

[desertlaw]

As a 2L who is reading this, I am just thankful I'm done with Contracts class.

[dabomb75]

Heres the question:

A company that specializes in making dancer's clothing sends a purchase order to a fabric dealer.

They state price quantity quality and on the Back it states that "Acceptance is limited to a 60 day return policy for any reason"

The other company replies and states that they agree to everything but the return policy and state their own.

I could very easily be wrong and that the contract was formed and the statement that acceptance is limited to _____ would be the rejection under 2-207(2)(c). But they must reject "after they receive notification.

I just basically read 2-207(1) completely different than my classmates.

What exactly was the reply? Was it a written confirmation sent to the original offeror, or did it say something to the extent of "we accept, however here's our terms instead"? If the reply is an acceptance but doesn't expressly limit the acceptance to the terms on the reply, then it's construed as an acceptance. However, if the reply expressly limits its acceptance as conditional upon their own return policy, then it would be construed as a counter-offer, and you restart the 2-207 analysis, with the counter-offer as the new offer.

Assuming you have an offer and acceptance, but different terms, you go into 2-207(2):

if both parties are classified as merchants, then since the offer expressly limits acceptance to the terms of its offer, the different terms stated in the reply are construed as proposals, and therefore not included in the contract, so the original offeror's terms are the terms of the contract

[$peppercorn]

the problem i see is the 60 day thing does not seem expressly conditional. The way we were taught (of course may be different) was that if something is to be "expressly made conditional on the terms" means they have to be unwilling to proceed unless those terms are accepted. It doesnt seem like from what I read that they would be unwilling to proceed without the 60 day thing accepted.

disclaimer- just took torts final so might have misread something

[shepdawg]

I think there is a contract there under the UCC. Unless express assent was demanded by the original offeror, acceptance can be made even with differing or additional terms. The only change was in a material term (one not required for a K under the UCC), which was a change in warranty. Here, there is a different term, not an additional term. So, both terms will be tossed out and the gap fillers would come into play and the warranty would be a "reasonable warranty."

[Gamecock227]

The offeror did say that acceptance was expressly conditional on the warranty.

[joobacca]

first, i haven't taken k in two years...

i'm looking at 2-207(1) k formation and it seems to be talking about the acceptance/written confirmation, and not the offer/purchase order. i'm not sure whether fabric mftr's acceptance is expressly conditional on on assent to the different/additional terms.

i'm straight up talking out of my ass here, maybe you could argue that this is an acceptance. at least from the problem you presented, there's nothing to suggest that fabric mftr wrote something like "this acceptance is expressly conditional on your assent to [our refund policy]." at least from that standpoint, it's possible there is k formation under (1), and then we deal with the bullshit in (2).

also, relating to 207(2), can the offeror expressly limit acceptance to its terms if that language is written in the back?

this could be some of the dumbest shit i've written

[joobacca]

The offeror did say that acceptance was expressly conditional on the warranty.

i looked at 2-207 after really long time and the only place where i see offeror expressly limiting acceptance to the terms of the offer (here, the warranty bullshit) is in 2-27(2). if i remember correctly, you don't hit (2) until you go through (1). so in (2) the proposed term (fabric mftr's term) will not become part of the K even though these dudes are merchants.

am i missing the point of what you were saying? am i way off?

[as stars burn]

Under 2-207: Any acceptance that indicates an intention to enter into a K is valid unless it is made conditional on the acceptance of new or different terms--whether the offer terms or the acceptance terms govern depends on the status of the parties:

Non-merchants--terms of offer govern. The new or different terms are considered mere proposals.
Merchants--acceptance terms become part of the K unless they materially alter the agreement, the OFFER EXPRESSLY LIMITS ACCEPTANCE to the terms of the offer, or the offerer objects within a reasonable time to the additional terms.

Also, I highly recommend you do not post-mortem your exam--it'll only make you feel like crap. I'm one to talk because I did it too, but trust me...there's usually always something missed on an exam. Try to focus on the next one.

[Gamecock227]

I am pretty much over that exam it was 4 questions and I don't think I could have written any better response, our teacher really did not like 2-207 as it is because it takes power away from lawyers drafting documents and the offeror. I just wanted to see if I would get varying responses and it seems like I have.

He told me he will write a question that he doesn't know the answer to and this might be it.

[AlexanderSupertramp]

God, I hate 2-207. I have pretty much resigned myself to the belief that ours will be a 2-207/2-201 essay with some parol evidence thrown in there.

[sknight323]

My prof spent half a day on 2-207. He then apologized because, according to him, he needed to spend 3 days on it, and asked who wanted it on the exam. 3 douches raised their hands, 90 other people kept them down. End of my cool story: no UCC 2-207 on my K exam.

[BeaverHunter]

If the purchaser said "I agree to everything but the return policy" then it is a counter-offer.

If the purchaser sent his return terms in some sort of order confirmation memo, then it is close enough and the seller gets his terms.

[shepdawg]

The offeror did say that acceptance was expressly conditional on the warranty.

Most courts require the exact magic wording of "express assent demanded." Remember that the whole purpose of UCC is to make a contract where there really should be one, and to expedite business. In this case, the parties will think they have a contract, and shit will never go down until there is a problem with the product.