The Agreement between Jack and Mark - Essay Example

The issue is whether or not there was a breach of contract between Jack and Mark. Did Jack violate his contract with Mark?

Rule: The agreement between Jack and Mark falls under UCC 2-207, which governs contracts for the sale of goods.UCC 2-105(1) states that good is an item of property that must be tangible and moveable and UCC 2-106(1) defines a sale as “ the passing of title from the seller to the buyer for a price”. In this case, the goods are 4 tables and 16 chairs since they are tangible and moveable. Moreover, the evidence of a sale becomes clear when Jack delivers to Mark 4 tables and 16 chairs to Mark.

Application/Analysis: In general, there are four requirements for a valid contract: agreement, consideration, capacity, and legality. Even though the UCC does not define the offer, common law steps in to cover this inadequacy. Under the common law, offer is the expression of the desire to enter into a contract in a manner that the recipient can conclude the transaction through assent. The mirror image rule in common law requires that the terms of the acceptance exactly match those of the offer. However, the UCC dispenses with the mirror image rule. Under the UCC 2-207(1), 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 non-merchants or merchants. A merchant is a person who deals in goods of the kind involved in the sales contract. Under UCC 2–207(2), in contracts between merchants, the additional terms automatically become part of the contract unless one of the following conditions arises: 1. The original offer expressly limited acceptance to its terms. 2. The new or changed terms materially alter the contract. 3. The offeror objects to the new or changed terms within a reasonable period. If the modification does not involve any unreasonable element of surprise or hardship for the offeror, the court holds that the modification does not materially alter the contract. Further, Under UCC 2–201(1), sales contracts for goods priced at $500 or more must be in writing to be enforceable.

In this case, both Jack and Mark are merchants since they deal in the goods involved in the sales contract. Also, the contract meets the four requirements for a valid contract and also satisfies the Statute of Frauds provision because Jack faxes his offer to Mark, which included all the terms of the agreement. Mark signed it but added the additional term “Jack will provide 2 additional chairs for a price of $400.” We have a valid contract, and the additional term also becomes part of the deal. Firstly, there are no express limits in the terms of the original contract. Secondly, Jack did not respond to the acceptance with an additional term from Mark in one month (From May 1st to June 1st), which means he did not object to the term within a reasonable time. Thirdly, the additional term is not a material change, as it does not involve any unreasonable element of surprise or hardship for Jack. Mark may want to use the 2 additional chairs to avoid any loss incurred by him if some chairs break while on transit. In addition, 2 additional chairs worth $400 only present 4% of the $10,000 contract. It did not materially alter the contract. Thus, the contract is valid and enforceable with the additional term added by Mark.

Conclusion: Jack breached his contract with Mark since he did not send the additional 2 chairs to Mark, thus liable to pay damages to mark should Mark decide to sue him.