Bar Exam (Next Generation) Quiz: Contract Formation And Modification Under The Ucc

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Contract Formation And Modification Under The UccQuestion 1 of 12

UCC § 2-305 provides: (1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if ... (c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded. (3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party, the other may at his option treat the contract as cancelled or himself fix a reasonable price.

Buyer and Seller signed a contract for 1,000 units. The contract stated: 'The price per unit shall be the price for the applicable grade set by the National Commodity Pricing Board in its January 1 bulletin.' The Board, through no fault of either party, failed to issue the bulletin. Seller refused to deliver unless Buyer agreed to pay 20% above last year's market price. Buyer sued.

Under UCC § 2-305, what is Buyer's best argument?

Buyer is entitled to delivery at a reasonable price at the time for delivery because the third-party pricing mechanism failed without fault of either party.

Buyer may cancel the contract or fix a reasonable price because the pricing mechanism failed without either party having caused the failure.

There is no enforceable contract because the price term was never fixed and the UCC requires a price for a contract for sale of goods.

Buyer is entitled to delivery at last year's published market price because it is the most recent reliable price and the contract's mechanism failed.

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Bar Exam (Next Generation) Quiz

Bar Exam (Next Generation) Quiz: Contract Formation And Modification Under The Ucc

Practice Contract Formation And Modification Under The Ucc in Bar Exam (Next Generation) with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

What this quiz covers

This quiz focuses on Contract Formation And Modification Under The Ucc, giving you a quick way to practice the rules, question types, and explanations that matter most for Bar Exam (Next Generation).

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Try each quiz question before looking at the correct answer. Use the explanations to review missed ideas, then come back to similar questions until the pattern feels familiar.

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Question 1

Under UCC § 2-305, what is Buyer's best argument?

Buyer is entitled to delivery at a reasonable price at the time for delivery because the third-party pricing mechanism failed without fault of either party. (correct answer)
Buyer may cancel the contract or fix a reasonable price because the pricing mechanism failed without either party having caused the failure.
There is no enforceable contract because the price term was never fixed and the UCC requires a price for a contract for sale of goods.
Buyer is entitled to delivery at last year's published market price because it is the most recent reliable price and the contract's mechanism failed.

Explanation: When you see a price term left to a third party or a market standard, your mind should immediately go to UCC § 2-305. The UCC strongly favors enforcing contracts where parties intended to be bound, even if the price is unsettled. The critical distinction to make is whether the failure to set the price is caused by fault or not. Here, the contract explicitly invoked the National Commodity Pricing Board's January 1 bulletin, but the Board failed to issue it through no fault of either party. Under § 2-305(1)(c), when a price is to be fixed by a third party's standard and it is not set, the price becomes a reasonable price at the time for delivery. The buyer's best argument is exactly that: the contract remains enforceable at a reasonable price. Now let's address the distractors. The choice offering "Buyer may cancel the contract or fix a reasonable price" is a trap because it misapplies subsection (3). That remedy is available only when the failure to fix the price is through fault of one party. Since there is no fault here, subsection (1)(c) governs. The choice claiming "There is no enforceable contract because the price term was never fixed" misunderstands the UCC's gap-filler philosophy—§ 2-305 explicitly validates open-price contracts when the parties intended to contract. Finally, the choice suggesting "delivery at last year's published market price" is appealing but incorrect; the UCC does not default to the most recent published price, but rather to a reasonable price at the time for delivery, which may be higher or lower depending on market conditions. Study tip: On the bar exam, when you see a price-fixing failure, immediately check for "fault." If no fault → reasonable price at time for delivery. If fault by one party → the innocent party can cancel or fix a reasonable price. This binary will save you on UCC questions.

Question 2

UCC § 2-306(1) provides: A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

Buyer and Seller entered a one-year contract in which Buyer agreed to buy all the adhesive it requires, estimated at ️⃣10,000 gallons. Because one of Buyer's customers unexpectedly expanded, Buyer's good-faith requirements rose to ️⃣15,000 gallons. Seller supplied 10,000 gallons and refused to supply more. Buyer sued.

Under UCC § 2-306, which statement is correct?

Buyer is limited to ️⃣10,000 gallons becausethe stated estimate is the contractual maximum.
Buyer may demand ️⃣15,000 gallons becausea requirements contract is measured by the buyer's actual good-faith requirements.
Buyer may demand ️⃣15,000 gallons becausethe increase was caused by a third party rather than by Buyer's own lack of good faith.
Buyer may demand the additional ️⃣5,000 gallons only if the total demand of ️⃣15,000 gallons is not unreasonably disproportionate to the stated estimate. (correct answer)

Explanation: When you see a question about output or requirements contracts under UCC § 2-306, remember that the stated estimate is not a cap or a floor—it's a benchmark. The real test is twofold: the quantity must reflect the party's actual good faith (i.e., no manipulation to take advantage of the market), and it must not be unreasonably disproportionate to the estimate or prior normal quantities. Here, the buyer's demand for 15,000 gallons is not automatically permissible just because it arose in good faith from a customer's expansion. Good faith is necessary but not sufficient; the demand also must be reasonably proportionate to the 10,000-gallon estimate. That's why the correct statement is the one that conditions the additional 5,000 gallons on the demand not being unreasonably disproportionate to the stated estimate. The statement limiting the buyer to exactly 10,000 gallons wrongly treats the estimate as a contractual maximum—it's only a projection. The statement saying the buyer may demand 15,000 gallons simply because it's a requirements contract ignores the proportionality limitation. And the statement focusing on the third-party cause misses the point: good faith is about the buyer's own motives and actions, not the source of the increase. On exam day, watch for answer choices that mention good faith alone—they often omit the second prong of disproportionate quantity. Always ask: is the quantity both in good faith and reasonably proportional?

Question 3

A furniture retailer sent a furniture manufacturer a purchase order for 500 custom-made chairs at $200 each. The purchase order said nothing about dispute resolution. The manufacturer sent a signed acknowledgment form that stated, "This order is accepted. Any dispute arising under this contract shall be resolved by binding arbitration." The manufacturer then delivered the chairs, and the retailer accepted and paid for them. A dispute later arose over the chairs' quality, and the retailer sued the manufacturer in court. The manufacturer moved to compel arbitration.

Which issue is most likely to determine whether the retailer must arbitrate the dispute?

Whether the manufacturer's acknowledgment form was an acceptance of the retailer's offer even though it added an arbitration term.
Whether the manufacturer's acknowledgment form was a counteroffer rather than an acceptance because it contained a term not in the retailer's offer.
Whether the arbitration term materially altered the parties' agreement and therefore did not become part of the contract. (correct answer)
Whether the contract was within the statute of frauds and therefore required the arbitration term to be in a signed writing.

Explanation: Whenever you see a purchase order followed by a signed acknowledgment with extra terms, think UCC 2-207 — the "battle of the forms." Under the UCC, a definite expression of acceptance is effective even if it adds terms, so the key question is not whether the acknowledgment was an acceptance, but what happened to the added arbitration term. Between merchants, an additional term becomes part of the contract unless it materially alters the agreement. Binding arbitration is almost always a material alteration because it takes away the right to a jury trial and substitutes a different forum — a change the retailer did not expressly agree to. Therefore, the arbitration term did not become part of the contract, and the retailer need not arbitrate. That makes the material-alteration issue the one most likely to determine the outcome. The first option — "whether the acknowledgment was an acceptance even though it added a term" — is tempting but not decisive: under 2-207 it was an acceptance, yet the added term still must be evaluated separately. The "counteroffer" option is wrong because 2-207 rejects the mirror-image rule for goods. The "statute of frauds" option is also wrong: the contract itself was evidenced by signed writings and performance, and the statute of frauds does not control whether an arbitration clause was incorporated. Study tip: On a 2-207 question, first classify acceptance vs. counteroffer, then ask whether the new term is a material alteration. Arbitration is your go-to example of a material term.

Question 4

A manufacturer sent a retailer a signed, written offer stating, "We will sell you 1,000 widgets at $10 per widget. This offer will remain open for 90 days." The manufacturer did not ask the retailer to pay for keeping the offer open. Sixty days later, before the retailer had accepted, the manufacturer emailed the retailer revoking the offer. The retailer immediately emailed its acceptance. The manufacturer refused to deliver, and the retailer sued for breach of contract.

Which issue is most likely to determine whether the retailer and manufacturer formed a contract?

Whether the retailer's emailed acceptance was effective even though the offer did not specify an acceptable method of acceptance.
Whether the parties' agreement was definite enough to be enforced because the offer stated both a price and a quantity.
Whether the manufacturer's promise to keep the offer open for 90 days bound the manufacturer despite the retailer's giving no consideration for that promise. (correct answer)
Whether the contract was within the statute of frauds because the goods were to be sold for more than $500 and delivered in the future.

Explanation: Whenever you see a signed written offer from a merchant that promises to keep the offer open, your first thought should be the UCC firm-offer rule. Under UCC 2-205, a merchant who signs a written offer giving assurances that it will stay open is bound for the stated time—up to 90 days—even if the offeree paid no consideration for that promise. Here, the manufacturer's signed offer explicitly stayed open for 90 days, and the retailer accepted on day 60. The attempted revocation was ineffective because the firm offer had not expired, so the retailer's acceptance formed a contract. The other choices are traps. The emailed acceptance was effective because, when no manner is specified, any reasonable acceptance method works—but that is not the decisive issue. The agreement was definite because it stated quantity and price, but definiteness was never the real obstacle. And while the contract did involve goods over $500, the statute of frauds is satisfied by the manufacturer's signed written offer; plus, the goods being "delivered in the future" is irrelevant to that rule. Each distractor points to a real contract doctrine, but only the firm-offer question addresses why the revocation failed. Study tip: on exam day, separate offer revocability from acceptance and statute of frauds. If a merchant's signed writing promises an open offer, treat it as irrevocable for up to 90 days—consideration is not required.

Question 5

A baker and a restaurant signed a one-year contract under which the baker would deliver 100 loaves of bread per week at $4 per loaf. Six months into the term, the baker and the restaurant orally agreed that the baker would instead deliver 150 loaves per week at the same price. The baker immediately began delivering 150 loaves, and the restaurant accepted and paid for the larger quantity for four weeks. The restaurant then told the baker that it would accept only 100 loaves per week for the rest of the term. The baker sued for breach.

Which issue is most likely to determine whether the oral modification is enforceable for the remaining weeks of the term?

Whether the restaurant's acceptance and payment for the larger deliveries for four weeks waived its right to insist on the original quantity.
Whether the original contract was within the statute of frauds and therefore had to be evidenced by a signed writing.
Whether the oral modification was unenforceable because the baker gave no new consideration for the restaurant's promise to accept more bread.
Whether the oral modification was unenforceable because the contract as modified came within the statute of frauds and was not reduced to writing. (correct answer)

Explanation: Whenever you see an oral modification to a sales-of-goods contract, UCC Article 2 should be your framework. Two rules are in play: modifications need no consideration (2-209(1)), but a modification must be in writing if the contract as modified falls within the Statute of Frauds. Here bread is goods; the original one-year contract was for roughly

20,800 (

400/week × 52) and was written. The oral modification raised deliveries to 150 loaves/week at $4, making the as-modified contract roughly $31,200 — well above the UCC's $500 SOF threshold. Because the modification was oral and not evidenced by a signed writing, it is unenforceable as to the remaining weeks. The restaurant's acceptance and payment for four weeks covers only those actually accepted deliveries; it does not waive its right to the original quantity for the future. The original contract's compliance with the SOF is satisfied andoes not save a later oral modification; the relevant writing requirement concerns the modified contract. And under UCC, the baker's failure to give new consideration is not a problem — Article 2 expressly allows modification without consideration. Thus the decisive issue is whether the contract as modified came within the SOF and was not reduced to writing. On exam, when a UCC modification pushes the contract past the dollar threshold, focus immediately on whether there is a signed writing; don't be distracted by consideration or partial performance.

Question 6

A coffee wholesaler and the owner of a chain of coffee shops negotiated by phone. The wholesaler agreed to sell, and the owner agreed to buy, 1,000 pounds of coffee beans at $3 per pound for delivery next month. Two days later, the wholesaler sent the owner a signed written confirmation stating the quantity, price, and delivery date. The owner received the confirmation but did not sign it or send any response. The wholesaler delivered the coffee on the delivery date, but the owner refused to accept or pay, claiming that no contract existed. The wholesaler sued.

Which issue is most likely to determine whether the owner is bound to the agreement?

Whether the owner's failure to object to the signed confirmation operated as an acceptance of the wholesaler's offer.
Whether the owner's receipt of the signed confirmation satisfied the statute of frauds even though the owner never signed it. (correct answer)
Whether the parties' oral agreement was too indefinite because it was not reduced to a single signed contract document.
Whether the wholesaler's confirmation was a modification of the oral agreement because it was sent after the phone call.

Explanation: Whenever you see a sale-of-goods question with an oral deal over $500, think UCC Statute of Frauds—and then think about the special merchant confirmation exception. Under UCC § ̂2-201(2), if two merchants reach an oral agreement and one sends the other a signed written confirmation sufficient against the sender, the recipient's receipt creates a writing sufficient against the recipient unless the recipient objects in writing within 10 days. Here, both parties are merchants, the wholesaler sent a signed confirmation stating quantity, price, and delivery date, and the owner did not object. That satisfies the Statute of Frauds even though the owner never signed it. her confirmation quindi. The key issue is whether the owner's receipt of the signed confirmation satisfied the Statute of Frauds despite the lack of his signature. That is exactly the correct issue: because the confirmation wasn't objected, it binds the owner, assuming the oral agreement itself existed. Why are the others not the determinative issue? The owner's failure to object did not operate as an acceptance of an offer—no new offer was made; instead, it waived the right to raise Statute of Frauds as a defense. The oral agreement was not too indefinite: quantity, price, and delivery date were all definite, and UCC gap-fillers can supply missing terms; no requirement exists that the contract be in a single signed document. And the confirmation was not a modification of the oral agreement—it merely memorialized the previously formed oral deal, so modification analysis doesn't govern. On the bar exam, when you see an oral contract for goods over $500 involving merchants, immediately ask: Was there a signed confirmation? If so, did the recipient object within 10 days? No? Then the recipient is bound even without signing. That is a favorite UCC twist—know it cold.

Question 7

UCC § 2-205 provides: An offer by a merchant to buy or sell goods in a signed writing that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.

Buyer, a merchant, sent Seller, a merchant, a preprinted quotation form stating: 'Any quotation submitted on this form will remain irrevocable for six months.' Seller filled in a quotation for 5,000 units at $10 per unit, signed the form at the bottom, and returned it to Buyer. Two weeks later, before Buyer accepted, Seller telephoned Buyer and revoked the quotation. Buyer sued Seller for breach.

Is Seller's quotation irrevocable under UCC § 2-205?

Yes, because the signed writing contains an assurance that the offer will be held open, and a firm offer needs no consideration.
Yes, but only for the first three months, because no firm offer may be irrevocable for more than three months.
No, because the assurance term was on a form supplied by Buyer and was not separately signed by Seller. (correct answer)
No, because a firm offer remains revocable unless the offeree gives consideration to keep it open, which Buyer did not do.

Explanation: Whenever you see a question about UCC § 2-205, run through the firm-offer checklist: merchant, signed writing, assurance the offer will be held open, and—if the assurance is on a form supplied by the offeree—a separate signature by the offeror next to that term. Here, Buyer supplied the form, and the irrevocability language was buried in the preprinted terms. Seller signed the form at the bottom, but not the assurance term separately. That missing separate signature destroys the firm offer. The correct answer is therefore the one stating that the quotation is not irrevocable because the assurance term was on Buyer's form and not separately signed. Without § 2-205, Seller's offer is revocable for lack of consideration at common law, and Seller revoked before acceptance. Each wrong answer misses a piece. The choice saying the signed writing with assurance makes it irrevocable ignores the offeree-form separate-signature requirement; the mere fact that it is a signed writing is not enough. The choice saying it is irrevocable for three months misapplies the three-month cap—that cap limits an otherwise valid firm offer, but here the offer is invalid from the start. And the choice saying consideration is required is backwards: the entire point of § 2-205 is that a merchant's firm offer is binding without consideration. Your exam strategy: when you see "firm offer," check the source of the form immediately. If the offeree supplied it, look for the offeror's separate signature. No separate signature, no firm offer.

Question 8

A farmer and a canning company signed a writing stating that the farmer would sell "all tomatoes grown on my farm next season" to the company. The writing did not state a price or a specific quantity, but the parties orally agreed that the price would be the fair market value at delivery. After the harvest, the company offered to pay its posted price, which was below the local market price. The farmer refused and sued, claiming the company had to pay a reasonable price.

Which issue is most likely to determine whether the parties had an enforceable contract?

Whether the agreement was too indefinite to be enforced because it used an output quantity term and a market-value price term. (correct answer)
Whether the farmer's promise to sell all of his output required him to produce a particular quantity in good faith.
Whether the writing satisfied the statute of frauds even though it did not state a specific quantity.
Whether the company's posted price was a reasonable price under the circumstances.

Explanation: Whenever you see a contract for the sale of goods with missing terms, think UCC gap-fillers. The tomatoes are goods, so Article 2 governs. The decisive issue is whether the agreement was too indefinite because it used an output quantity term and a market-value price term. It was not: an output term like "all tomatoes grown on my farm" is a valid quantity term tied to the farmer's actual output, and a market-value price term gives an objective basis for determining price. So the contract is enforceable, and the farmer may demand a reasonable price. The good-faith/output choice misses the point: good faith limits the farmer from unreasonably varying his output, but it does not determine whether a contract exists. The statute-of-frauds choice is also not the key: the signed writing states an output quantity, which satisfies the quantity requirement even without a specific number. Finally, the posted-price/reasonable-price choice goes to remedy, not initial enforceability; if the contract exists, a reasonable market price governs, not simply the company's posted price. On exam day, when you see a missing price or quantity, ask whether Article 2 supplies a gap-filler. Output and market-price terms are enforceable if the parties intended a contract—don't reflexively call them indefinite.

Question 9

UCC § 2-209 provides: (1) An agreement modifying a contract within this Article needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. (3) The requirements of the statute of frauds section of this Article must be satisfied if the contract as modified is within its provisions.

Buyer, an individual who is not a merchant, signed a preprinted form contract supplied by Seller, a merchant, to buy a used boat for $800. The form contained a clause stating: "This agreement may not be modified except by a signed writing." Buyer did not separately sign that clause. Later, Buyer and Seller orally agreed to reduce the price to $400 and to extend the delivery date by two weeks. Seller later refused to honor the modification and demanded the original $800 price.

Under UCC § 2-209, is Buyer likely to enforce the oral modification?

Yes, because the no-oral-modification clause was not separately signed by Buyer, and the contract as modified is below the UCC Statute of Frauds threshold. (correct answer)
No, because the no-oral-modification clause in the signed form contract bars oral modification even if Buyer did not separately sign that clause.
No, because the original contract was for goods priced at $800 and therefore any modification also had to be in writing.
Yes, because UCC modifications never require a signed writing and no-oral-modification clauses are always ineffective under Article 2.

Explanation: Whenever you see a UCC modification problem, immediately check two things: whether a no-oral-modification clause is enforceable, and whether the contract as modified falls under the Statute of Frauds. Here, the original $800 contract is signed, but the clause requiring signed modifications is on a form supplied by Seller (a merchant). Under §2-209(2), such a clause is only enforceable against a non-merchant like Buyer if Buyer separately signed it. Since Buyer didn't, that clause is ineffective. Next, apply §2-209(3): the Statute of Frauds applies to the contract as modified. The oral modification reduces the price to $400, which is below the $500 threshold for goods. Because the modified contract is for $400, no writing is required, so the oral agreement to reduce the price and extend delivery is enforceable. The "No, because the no-oral-modification clause in the signed form contract bars oral modification" choice fails because it ignores the separate-signature requirement that protects non-merchants. The "No, because the original contract was for goods priced at $800" choice is a classic trap: you must evaluate the modified price, not the original, when deciding if a writing is needed. Finally, "Yes, because UCC modifications never require a signed writing and no-oral-modification clauses are always ineffective" is overbroad—modifications to contracts over $500 do require a writing, and valid no-oral-modification clauses can require one. Your study tip: always check the separate-signature rule for non-merchants first, then check the modified price against the $500 threshold. If the modification drops the price below $500, an oral agreement works.

Question 10

A retailer sent a wholesaler a purchase order for ̄100 blue widgets, stating "Ship at once." Without notifying the retailer, the wholesaler immediately shipped ̄100 red widgets instead. The retailer rejected the red widgets upon arrival and sued the wholesaler for breach. The wholesaler argued that by shipping nonconforming goods it made a counteroffer, which the retailer rejected, so no contract was formed.

Which issue is most likely to determine whether a contract was formed?

Whether the shipment of red widgets was an acceptance of the retailer's offer even though the goods did not conform. (correct answer)
Whether the retailer's purchase order was an offer that invited acceptance by prompt shipment.
Whether the shipment of red widgets was a counterofferthat terminated the retailer's offer.
Whetherthe retailer's rejection of the red widgets was effective because the goods did not conform.

Explanation: This question tests the UCC's special rule for acceptance by shipment, which modifies the common-law "mirror image" rule. When a buyer sends an offer that says "ship at once," the key is what the seller's shipment means—especially if the goods do not match the order. Under UCC § 2-206, a shipment of nonconforming goods can still operate as an acceptance of the buyer's offer. If so, the seller has both formed the contract and breached it by delivering the wrong goods. The only way the seller can avoid that result is by seasonably notifying the buyer that the shipment is offered as an accommodation—which did not happen here. So the real dispute is whether shipping red widgets was "an acceptance of the retailer's offer even though the goods did not conform." That is the decisive issue. The answer choice about whether the purchase order was "an offer that invited acceptance by prompt shipment" is true, but not disputed or determinative; the order clearly invites shipment. The choice framing the red-widget shipment as "a counteroffer that terminated the retailer's offer" reflects common-law thinking, but the UCC rejects that outcome for nonconforming goods in this context. The choice about whether the rejection was "effective because the goods did not conform" misses the point—rejection is only relevant once a contract and breach have been established. Study tip: on bar questions, remember that under the UCC, goods that don't match the order are often still an acceptance, not merely a counteroffer—unless the seller clearly says they are an accommodation.

Question 11

Crestview Door Co. v. Atlas Lumber, applying UCC § 2-207, held: A definite and seasonable expression of acceptance operates as acceptance even if it states terms different from the offer. Subsection (2), which allows certain additional terms to become part of the contract, does not apply to different terms. When an acceptance states a term that differs from a term in the offer, the conflicting terms are knocked out, and the UCC supplies a gap-filler for that term. The result is the same whether or not the parties perform.

Buyer sent Seller a purchase order for 1,000 doors at $80 per door. Seller responded: 'We accept. Price is $90 per door.' Buyer did not respond. Seller delivered the doors on the requested date, and Buyer accepted them. Buyer later paid $80 per door. Seller sued for $90 per door.

Under the rule stated in Crestview, what price term applies?

$90 per door, because Seller's response was a definite expression of acceptance and stated a price.
A reasonable price at the time for delivery, because the conflicting price terms are knocked out and the UCC supplies a gap-filler. (correct answer)
$80 per door, because Buyer's purchase order was the offer and its terms control unless Seller's acceptance was conditional.
No price term applies because Seller's different price term made its response a counteroffer, so no contract was formed.

Explanation: Whenever you see a battle-of-the-forms problem under UCC Article 2, remember that the old common-law mirror-image rule has been replaced. A definite, seasonable expression of acceptance creates a contract even if it contains terms different from the offer. Here, Seller's "We accept. Price is $90 per door” was a definite acceptance, not a counteroffer. Its price term conflicted with Buyer’s offered $80, and under Crestview, different terms do not become part of the contract the way additional terms sometimes do under § 2-207(2). Instead, conflicting terms are knocked out, so neither the $80 nor the $90 price is enforceable as agreed. Because the parties performed—Seller delivered and Buyer accepted the doors—the contract is confirmed, but it has a gap for price. The UCC fills that gap under § 2-305 with a reasonable price at the time for delivery. That is the applicable price term. The $90 choice misunderstands the treatment of different terms: they are not automatically incorporated; they cancel against the offer’s term. The $80 choice improperly applies the mirror-image/offeror-control rule; under the UCC, Buyer's silence after receiving a different-term acceptance does not make its offer terms prevail. The "counteroffer, no contract" choice resurrects the common-law rule the passage explicitly rejects; Seller's acceptance was not conditional on Buyer's approval, so a contract formed. Finally, "no price term applies" overlooks UCC gap-fillers: an agreement for sale may stand open on price and receive a reasonable price via § 2-305.

Question 12

UCC § 2-201 provides: (1) A contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by her authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term, but the contract is not enforceable beyond the quantity of goods shown in such writing. (2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ️⃣10 days after it is received.

Buyer and Seller, both merchants, orally agreed that Buyer would buy 4,000 units at $10 per unit. The next day Seller emailed Buyer a signed confirmation stating: "This confirms our agreement for ️⃣5,000 units at $10 per unit." Buyer received and read the email but did not reply. Seller later tendered 5,000 units, and Buyer refused to accept them. Seller sued Buyer for breach.

Under UCC § 2-201, what quantity is Buyer obligated to accept?

None, because Buyer never signed any writing andthe UCC Statute of Frauds requires the party to be charged to sign.
None, because the confirmation misstated the quantity actually agreed, so it is not a sufficient writing under the UCC Statute of Frauds.
4,000 units, because the oral agreement controls and the confirmation was mistaken about the quantity.
5,000 units, because Buyer failed to object within ️⃣10 days after receiving a signed confirmation that was sufficient against the sender. (correct answer)

Explanation: When you see a UCC Statute of Frauds question involving two merchants, your first thought should be the merchant confirmation exception: a signed confirmation that is sufficient against the sender can bind the recipient unless the recipient objects in writing within 10 days. Here, Seller's signed email confirmed a contract and stated a quantity, so it was sufficient against Seller. Buyer received and read it—so he had reason to know its contents—and did not reply. Because Buyer did not object in writing within 10 days, the confirmation satisfies the Statute of Frauds against Buyer too. The quantity stated in that enforceable confirmation is 5,000 units, so Buyer must accept 5,000. The choice saying Buyer is bound to 5,000 because he failed to object is correct. The first wrong answer, "Buyer never signed any writing," ignores the key exception: between merchants, silence can substitute for a signature. The second wrong answer, "the confirmation misstated the quantity," misunderstands the rule: a mistaken quantity is exactly why the 10-day objection requirement matters; if you do not object, the sender's written quantity controls. The "4,000 units because oral agreement controls" choice also fails: once the exception applies, the writing—not the earlier oral term—defines the enforceable quantity. So the trap throughout is treating the general statute of frauds rules as absolute, when the merchant confirmation exception is designed to override them. Study tip: For UCC § 2-201(2), remember "merchant + signed confirmation + no written objection within ️⃣10 days = bound by the confirmation's quantity." If a fact pattern says "received, read, did not reply," expect the 5,000-unit result.