Question

Alicia recently started a local food truck operation in Baltimore City.  Each week, Alicia needs a certain amount of raw food materials to make the items that she offers for sale on her food truck menu.  After perusing some google search results, Alicia discovers a commercial food service distributor that provides bulk ingredients for food truck operators.  She contacts the distributor through its website, and after setting up an account, places an initial order for the following items:

Item                            Quantity

Hoagie Rolls               288

Sliced Cheese             6 pounds

Lettuce                       12 heads

Tomatoes                   144

Mayonnaise               4 pounds

Delivery by Friday, April 5, 2019

Later that day, Alicia receives an email from the distributor which has the subject “Confirmation Notice.” She doesn’t read the email itself, assuming that it was just to confirm her order.  The Confirmation Notice email has the following information:

To: Alicia, Date: April 1, 2019

The following items will be shipped FOB Seller, 1% discount if paid prior to delivery, otherwise, total payment due at delivery:

288 Hoagie Rolls                               $125

6 pounds sliced American Cheese   $20

12 lettuce                                           $10

144 tomatoes, heirloom                    $65

4 pounds Mayo                                  $5

Total due on delivery:                       $225, plus $35 delivery charge

Discuss, using the applicable UCC statute from the Model UCC: (a) whether the parties have an agreement, and (b) if so, what are the terms of the agreement between the parties.

Answer 1

The UCC (Uniform commercial code) article 2 will apply. The article 2 governs the contracts between the merchant and the sale of goods.

1. The two parties do not have a contract as the contract should have an offer, acceptance and consideration. Here Alicia has sent an enquiry and has received an offer with the payment terms, prices and delivery details. For an email to be considered a contract it should be a mirror image of the offer. Meaning a acceptances Should be exactly made as per the offer.
2. Here it will not be considered a contract because Alicia’s mail is just giving the items required with quantities with expected delivery date. The confirmation has come with prices, delivery charges and payment terms. Further Alicia has not accepted the offer or confirmed her acceptance on the email. It will be considered as a preliminary enquiry.