Cookie Co. offered to sell Distrib Markets 20,000 pounds of cookies at $1.00 per pound, subject to certain specified terms for delivery. Distrib replied in writing as follows:
We accept your offer for 20,000 pounds of cookies at $1.00 per pound, weighing scale to have valid city certificate. Under the UCC
a. A contract was formed between the parties.
b. A contract will be formed only if Cookie agrees to the weighing scale requirement.
c. No contract was formed because Distrib included the weighing scale requirement in its reply.
d. No contract was formed because Distrib’s reply was a Counteroffer.
Answer:A
Under common law, an acceptance must be unequivocal and unqualifi ed in agreeing to the precise terms specifi ed by the offer. However, the Uniform Commercial Code alters this general rule as far as the sales of goods is concerned. Under the UCC, an acceptance containing additional terms is a valid acceptance unless the acceptance is expressly conditional upon the offeror’s agreement to the additional terms. In this situation, a valid contract has been formed between Cookie Co. and Distrib Markets. Answer (b) is incorrect because Distrib Markets’ acceptance was not conditional upon Cookie’s agreement to the additional term and, thus, a contract is formed regardless of Cookie’s agreement or objection to the additional term.
Answers (c) and (d) are incorrect because this contract was for the sale of goods and is governed by the UCC rather than by common law. Under common law, Distrib Markets’ reply would have been a rejection and counteroffer; but under the UCC, a contract was formed.