Essay Question 2 - SDO 515 Miranda L. Hall
UCC Battle of the Forms Module 2 ID No. 1218378746
Issue: Has a contract formed and what are the terms?
Rule: In order for a contract to be formed and enforceable, the following elements must
be met:
1. Mutual Assent
2. Consideration
3. Definiteness
4. Exceptions/Defenses
Analysis: The first element of mutual assent requires an offer and acceptance. As detailed in
the above situation, Sean’s Auto Body sent Sunstop Brakes Inc. a purchase order
for 20,000 brake pads at $10 a pad for its August 15 shipment. Sunstop then sent
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Sean’s Auto Body an acknowledgement agreeing to the price, quantity, time of
delivery and all other terms, and providing a counteroffer that Sean’s Auto Body
must pick up the brake pads at Sunstop’s warehouse. However, under UCC 2-
207(1), between merchants, additional terms become part of a contract unless they
materially alter it. In this situation, the fact that Sean’s Auto Body must obtain
their order from Sunstop’s warehouse appears to materially alter the contract
when they were expecting delivery. The additional terms that Sunstop proposed to
modify the “contract” could either be accepted or rejected by Sean’s Auto Body.
Sunstop’s counteroffer did not set requirements for acceptance and given that
Sean’s Auto Body did not respond to the acknowledgement/counteroffer, it
doesn’t appear they accepted the counteroffer. Nevertheless, if Sunstop and Sean’s
Auto Body had previously treated silence as acceptance, that may establish intent.
The situation lacks sufficient evidence to prove that the parties previously treated
silence as acceptance.
Conclusion: It appears a contract was not formed because Sunstop presented a counteroffer to
the original offer which was not accepted by Sean’s Auto Body.
