This chapter covers what counts as acceptance, when it becomes effective, and how merchants can form contracts even when their forms do not perfectly match. The commercial setting of Mirkwood Merchants gives a natural bridge to the UCC’s flexible treatment of assent in goods transactions.
Doctrinal map
Acceptance (R2d §§ 50, 58–63) requires manifested assent on the terms of the offer. At common law, the mirror-image rule controls; under the UCC, § 2-207 accommodates imperfect form-on-form acceptances and resolves battle-of-forms through the additional-terms and knockout analyses (Flender v. Tippins; State DOT v. Providence & Worcester). The student leaves able to apply both regimes and to recognize when an acceptance varies the offer enough to become a counter-offer.
Key Sources
Key Rules
- R2d § 50: Acceptance = assent to terms of offer in manner invited
- R2d § 63: Mailbox rule — acceptance effective on dispatch
- UCC § 2-207: Battle of the forms — additional terms in acceptance
Cases
- State Department of Transportation v. Providence & Worcester Railroad Co. 674 A.2d 1239 (R.I. 1996) An acceptance is not rendered counter-offer by terms that are immaterial or that the offer itself permits. Changes that do not alter the substance of the bargain or impose new burdens on the offeror leave acceptance effective.
- Flender Corp. v. Tippins International, Inc. 830 A.2d 1279 (Pa. Super. Ct. 2003) Under UCC § 2-207, when an offer and acceptance contain conflicting terms on the same subject, both conflicting terms drop out and default rules supply the gap. Forum-selection clauses that disagree are knocked out; jurisdiction is governed by background law.