Confirmation model in UCC 2-207greenspun.com : LUSENET : Lessig's Contracts : One Thread
In the second offer and acceptance problem, Top makes an offer "Quote Ecuadorian bananas for September delivery, our warehouse, $475 per 1,000 pounds" and B.F.V. accepts (after another step) "Agreed. Book order for 10,000 pounds of Ecuadorian bananas, delivery September 1, your warehouse, at $4,750." Top is the offerer, B.F.V. the offeree. According to UCC 2-207(1), when Top sends a written confirmation a week later, that written confirmation could become the acceptance, subject to certain conditions. We have then flipped the roles: If Top is now accepting the offer, then he is the offeree and B.F.V. the offerer, simply because Top sent a written confirmation, even if he makes no changes in the terms (unlike in this case). So you can flip roles even without making a counteroffer. Does that bother anyone else?
-- Anonymous, November 23, 1998