BLTE-9e For Review Questions & Answers
Ch. 11: Sales and Leases: Formation, Title, and Risk
2A.In a sales contract, if an offeree includes additional or different terms in an acceptance, will a contract result? If so, what happens to these terms?
Under the UCC, a contract can be formed even if the acceptance includes an offeree’s additional or different terms. If one of the parties is a nonmerchant, the contract does not include the additional terms. If both parties are merchants, the additional terms automatically become part of the contract unless (1) the original offer expressly limits acceptance to the terms of the offer, (2) the new or changed terms materially alter the contract, or (3) the offeror objects to the new or changed terms within a reasonable period of time. (If the additional terms expressly require the offeror’s assent, the offeree’s expression is not an acceptance, but a counteroffer.) Under some circumstances, a court might strike the additional terms.
4A.Risk of loss does not necessarily pass with title. If the parties to a contract do not expressly agree when risk passes and the goods are to be delivered without movement by the seller, when does risk pass?
If the goods are held by a seller, and the seller is a merchant, the risk of loss passes to the buyer when the buyer actually takes physical possession of the goods. If the seller is not a merchant, the risk of loss to goods held by the seller passes to the buyer on tender of delivery. When a bailee is holding the goods, the risk of loss passes to the buyer when (1) the buyer receives a negotiable document of title for the goods, (2) the bailee acknowledges the buyer’s right to possess the goods, or (3) the buyer receives a nonnegotiable document of title and has had a reasonable time to present the document to the bailee and demand the goods.