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4. How do the common law and the UCC differ regarding an offeree’s acceptance that includes terms in addition to or different from the offer?
Under the common law, because a unilateral offer invites acceptance by performance, the offeree need not notify the offeror of performance unless the offeror would not otherwise know about it. In other words, a unilateral offer can be accepted by beginning performance.
The UCC is more stringent than the common law in this regard because it requires notification. Under the UCC, if the offeror is not notified within a reasonable time that the offeree has accepted the contract bt beginning performance, then the offeror can treat the offer as having lapsed before acceptance [UCC 2-206(2), 2A-206(2)].
5. How does the UCC’s obligation of good faith relate to the application of the principles concerning additional terms?
Under the UCC, a contract is formed if the offeree’s response indicates a definite acceptance of the offer, even if the acceptance includes terms additional to or different from those contained in the offer. Whether the additional terms become part of the contract depends, in part, on whether the parties are nonmerchants or merchants.
