M Civ JI 140.03 Contract Action - UCC: Acceptance with Different or Additional Terms

The [ seller / buyer ] made an offer to the [ buyer / seller ]. The [ buyer / seller ] sent a written response to the offer. You must decide whether the response was an acceptance.

The [ buyer’s / seller’s ] response was an acceptance if it indicated that the [ buyer / seller ] intended to enter into a contract, even though the response stated terms that were not in the offer or that were different from those in the offer.

However, if the response indicated that the [ buyer / seller ] intended to accept the offer only if the [ seller / buyer ] agreed to the additional or different terms, then the response is not an acceptance unless the [ seller / buyer ] later indicated in any reasonable manner that [ he / she / it ] agreed to those terms.

Comment

MCL 440.2207(1). See also Challenge Machinery Co v Mattison Machine Works, 138 Mich App 15; 359 NW2d 232 (1984).

History

M Civ JI 140.03 was added January 1987.