This is part 2 of a video series explaining how UCC 2-207 changes the Mirror Image Rule and addresses the Battle of the Forms. The video walks you through how courts treat additional and different terms in an offer and acceptance to enter into a contract for the sale of goods.Read More
Category: Uniform Laws
What is the difference between an implied warranty of merchantability and an implied warranty of fitness for a particular purpose?
Implied Warranty of Merchantability The implied warranty of merchantability means that a merchant is liable if he provides a consumer with a product has a defect which prevents the consumer from using the product for its normal purpose. Even if the merchant did not expressly promise that the product would be suitable for normal use, the law imposes this promise. For example, let’s say Davida buys some lipstick but the lipstick burns her lips because of a chemical contained in the product. We all know that lipstick is supposed to be applied to a person’s lips – – that is its normal use. If the lipstick has a chemical that burns people’s lips then the lipstick is not fit for normal use and the merchant breached the implied warranty of merchantability. The Uniform Commercial Code codifies the implied warranty of merchantability at UCC 2-314. Implied Warranty of Fitness for a Particular Purpose The implied warranty of fitness for a particular purpose protects consumers who buy a product from a merchant for a special purpose and the merchant knows (or should know) that the buyer is relying on the merchant’s special knowledge or judgment to furnish a product that is suitable for that purpose. For example, let’s say a merchant sells fishing rods. He knows that a customer needs a fishing rod for deep sea fishing. The consumer is...Read More
The common law mirror image rule tells us that to form a contract the terms of the acceptance should match the terms of the offer. This rule intuitively makes sense: if A offers to sell B a blue car for $1,000 and B says he accepts the offer for one red bicycle for $250 the parties did not reach an agreement. B isn’t “accepting” the offer, he is completely changing the offer. But the drafters of the Uniform Commercial Code (UCC) were concerned that when two business people enter into a transaction sometimes the offers and acceptances don’t match up 100% but a court should not allow either party to walk away from the deal – – the UCC favors forming a contract. Also, the UCC was concerned with circumstances where parties form a contract by conduct, and the party who sent the last form was always able to dictate the terms of the contract. UCC 2-207 provides: (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. (2) The additional terms are to be construed as proposals for addition to the contract. contract. Between merchants such terms become part...Read More
I received a number of comments that it seems inefficient for different states to have different laws and legal systems. Here are a few thoughts on this: 1. Many people might agree with you. In fact, there are “uniform laws” adopted by most or all the states for precisely that reason – – so that each state will apply the same law. For example, in connection with business (the Uniform Commercial Code or UCC) and criminal law (the Model Penal Code), many states enacted similar codes. 2. In any event, most laws tend to be fairly similar. For example, no one could seriously believe that in his home state it would be illegal to start a fire in the lobby of a hotel but that in another state that type of dangerous activity could possibly be legal. 3. There are some advantages to having different legal systems and statutes in each state. First, states can specialize in areas of law. For example, Delaware has well-developed law regarding corporations. States in the west or south developed useful law regarding cattle branding. New York is not famous for cattle branding but many people respect New York’s sophisticated commercial laws and courts. Second, different states can experiment with different laws and states can learn from each other. For example, California law regarding torts tends to be ahead of the...Read More