Notes from Annotations
Offer
Effort to accept?
Wright Accept?
Result?
Wine Hosting (mirror
image)
“Manifestation of willingness…”
W signs & returns immediately; prior discussions
W accept S offer; W offer
to S re: amateur
Supra; “definite and seasonable...not conditional...assent; 2 days reasonable
207(1) W accepts;
207(2) Acceptance includes 2-day delivery
Wine Delivery (UCC 2- “Expression of acceptance…”
207(1) and (2)
W Accept Wine Hosting Offer? Mirror Image Rule
W effort to accept?
W sign and return offer w/ note =
attempt to accept?
Accept = manifest. willingness enter
offer proposed by bargain
“We have a deal. I am accepting…”
Yes, W sign and return offer w/ note
= attempt to accept.
W Accept Succeed?
Issue
Rule
App.
Con.
W’s attempted accept successful?
W/ mirror-image, succeed in accept if
accept = exact terms of offer. Accept
may not contain add terms.
W’s attempt to accept S’s offer + prior
discussion parties = clear u’standing
that W’s note is sep. from acceptance,
i.e., W accepts, w/ sep offer to S
W succeeded in accept S’s offer
W Accept Wine Delivery Offer? UCC 2-207(1&2) UCC 2-104
W effort to accept?
W attempt accept sign and return offer
w/ note and 2-days delivery?
UCC 2-207(1) Accept = def & season
express of accept = accept w/ add terms
but not if xprs. cond. offeree’s assent
Terms of the Agreement?
Issue
Rule
App.
Season = sign & return immediately; def.
= “We have a deal. I am accepting…”; 2day delivery not xprs. cond. on S’s assent
Yes, W accepted S’s wine distribution
offer.
Agreement include W’s 2-day delivery term?
UCC 2-207(2): add. terms in accept. not include
unless P’s are merchants; then, include unless
exceptions (1) - (3) to UCC 2-207(2)
P’s are merchants : UCC 2-104. S’s offer not
limit delivery date; 2-day delivery date term not =
material alter.; Facts say 2-days is reasonable. S
says “Everything is go!”
Con.
Agreement includes W’s term re: 2-day delivery.