Question

According to the Code, when there is an acceptance that contains terms that are different from the original terms of the contract, the contract will consist of _____ and the appropriate gap-filling presumptions of the Code.

A) Only the original terms.
B) Only the different terms.
C) Both the original terms and the different terms.
D) None of the above.

Answer 1

Under the Uniform Commercial Code, a contract with an acceptance containing different terms will consist of both the original and the different terms, reinforced by the Code's gap-filling presumptions, unless the acceptance is expressly limited to the terms of the offer or the new terms materially alter the original offer.

Step-by-step explanation:

According to the Code, specifically the Uniform Commercial Code (UCC) that is generally applied to sales of goods in the United States, when there is an acceptance that contains terms that are different from the original terms of the contract, the contract will consist of both the original terms and the different terms, along with the appropriate gap-filling presumptions of the Code.

This rule applies unless one of the parties has explicitly limited acceptance to the terms of the original offer or the new terms materially alter the original contract, in which case the original terms would prevail. This is a reflection of the UCC's aim to facilitate the smooth formation of contracts and fill in gaps with reasonable standards to ensure fairness and commercial reasonableness.