Over the course of our study of contracts so far, we have seen a set of fairly hard and fast rules that apply to contracts between ordinary people. These rules include the following:
- Offers must be reasonably definite and certain as to the identity of the parties, the consideration to be exchanged by each party, and the time, place and manner of the required performance.
- Irrevocable offers â€“ that is, promises to keep offers open for a designated period of time — must be supported by consideration;
- Acceptances must follow the â€œmirror imageâ€ rule.
But we have also seen that many contract terms may be implied, which almost seems to contradict the foregoing rules.
Our chapter on Article 2 of the UCC helps explain how the rules that apply to contracts between ordinary people — the ones we are most familiar with from personal experience — may be different from those that apply to â€œmerchantsâ€ engaged in the buying and selling of goods. In short, the UCC tends to assume that merchants want to do business and are prepared to accept a lot more unstated terms, whereas those of us who are not merchants might not be comfortable with that level of un-specificity in our contractual terms. There are also relaxed rules for what is necessary for an irrevocable offer and for how variations in acceptances are treated between merchants.
Describe a few ways in which the relaxed rules regarding unspecified terms of the offer and regarding additional terms in the acceptance would seem to make it easy for unscrupulous merchants to game the system. What are some tools available to the courts to keep merchants engaging in the relatively free-wheeling world of the UCC on the â€œstraight and narrowâ€. How do the courts police those trying to game the system, and what tools help the courts to flesh out the actual but unspecified terms of a contract between merchants?
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