PROBLEM 12-Dreamer

No because there was no signed writing by Posh to establish a firm offer under 2-205.

2-205. Firm Offers. An offer by a merchant to buy or sell goods in a signed writing which 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 of irrevocability
exceed three months; but any such term of assurance on a form supplied by the offeree must be
separately signed by the offeror..

PROBLEM 13-MagicCarpet

A. Yes there was a valid contract to the original terms but not to the additional terms disclaiming the
warranties because there was no valid assent by Magic Carpet. Alibaba would have had to require
Magic Carpet's explicit consent or refuse to ship the goods for the additional terms to be valid. Under
UCC 2-207 acceptance of the additional term is only recognized when the offeree is unwilling to
proceed with the transaction unless the other party explicity assents to the additional or different terms.
(by refusing to ship goods) Here because Alibaba did not refuse to continue with the transaction until
it received an explicit acceptance by Magic Carpet then there was no valid agreement of acceptance of
the additional terms by Magic Carpet..

2-207 Additional terms in acceptance or confirmation.—(1) A definite and seasonable expression of

acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance
even though it states terms additional to or different from those offered or agreed upon, unless
acceptance is expressly made conditional on assent to the additional or different terms.

B. NO. Under UCC 2-207 acceptance of the additional term is only recognized when the offeree is
unwilling to proceed with the transaction unless the other party explicity assents to the additional or
different terms. (by refusing to ship goods)

PROBLEM 14- Would the following clause in the seller's acknowledgment.

Any disputes concerning the contract shall be subject to binding arbitration.

No, this is a material alteration which requires explicit consent by the buyer under 2-207(2)(b).

Under 2-207 additional terms such as the arbitration clauses merely constitute proposals for
modification. Since the arbitration clause materially alters the contract, the seller would have had to
obtain the explicit consent from the buyer for this additional term to be valid by refusing to go forward
with the transaction.

Comment 2 to section 2-207 provides:

a proposed deal in which commercial understanding has in fact closed is recognized as a contract.
Therefore any additional matter contained in the confirmation or in the acceptance . . . must be
regarded as a proposal for an added term unless the acceptance is made conditional on the acceptance
of the additional or different terms.

If this clause were an acknowledgment of an international sale of goods to which CISG applies, would
it be valid? Yes.