J. Ryan Gilfoil — Eisenberg, Contracts 2004S
What is a merchant: someone who deals in this type of goods or holds self out as having knowledge or skill specific to these types of goods. (UCC § 2-104)
Crossing / countermanded rejection, acceptance
If offeree mails acceptance, then rejection, acceptance trumps b/c of mailbox rule
But if offeree mails rejection, then acceptance, acceptance will only trump if it arrives first. If it arrives last, it is a counter-offer
PAROL EV rule: parol ev won’t be admitted to VARY, ADD TO, or CONTRADICT a WRITTEN contract that constitutes an INTEGRATION
Integration? If not, then evidence allowed
Four corners: if looks complete, then is total integration
UCC/Rest: intent determinative. All evidence admissible to determine whether total integration
Term inconsistent? If so, then ev not allowed
Tests: logical inconsistency, r’ble harmony
Term is add’l / not-inconsistent
Would term have been omitted?
Would parties NATURALLY have omitted? Then excluded, else admitted. (Rest)
Would parties CERTAINLY have omitted? Then excluded, else admitted. (UCC § 2-202)
Prior agr’t supported by separate consid; to show mistake; to show fraud/duress/etc; others
Substitute K (accord)? Mod to existing K? INTERPRETATION
Interpretation: each party’s r’ble interp, four corners
UCC § 2-207
Requirements for a K: MUTUAL ASSENT and CONSIDERATION
Was there offer/acceptance?
Consider each communcation. Was it an invitation to bid, an offer, a revocation, etc?
For offer, need intent and definiteness. Note if option
For acceptance, consider
Was power of acceptance terminated?
Revocation, lapse, counter-offer, rejection
Was it timely?
In proper form (does offer require acceptance by promise or by act)?
Does it deviate from offer? If so, only acceptance if it:
Spells out implied term of offer (i.e., doesn’t add anything)