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Breach of contract

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omalley1

Junior Member
What is the name of your state (only U.S. law)? Terry Il.

If I signed a contract to do business with a manufacturer and sent it to them for signature, and they wrote something new or different on the contract the signed and sent me, dose that make the contract null and void if I don't want to proceed further with them?
 


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Mass_Shyster

Senior Member
omalley1 said:
What is the name of your state (only U.S. law)? Terry Il.

If I signed a contract to do business with a manufacturer and sent it to them for signature, and they wrote something new or different on the contract the signed and sent me, dose that make the contract null and void if I don't want to proceed further with them?
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No, it does not void the contract, but you can reject the additional terms. Per the UCC:

U.C.C. - ARTICLE 2 - SALES
..PART 2. FORM, FORMATION AND READJUSTMENT OF CONTRACT
§ 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.

(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

* (a) the offer expressly limits acceptance to the terms of the offer;
* (b) they materially alter it; or
* (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.
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omalley1

Junior Member
The change they made to the original contract was regaurding the payment of a royalty based on FOB origin Pakistain, now they want it based on FOB USA. That would be a smaller % after shipping overseas.
 
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HappyWanderer

Member
While I wouldn't say it voided the contract, I would say it was a counter-offer and you didn't have a contract in the first place.

I don't think the UCC applies here.
 
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omalley1

Junior Member
OP Taylor?? So I should tell them the other agreement is no good, and re-write a new one? Thanks for your help by the way...:)
 
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omalley1

Junior Member
Well the changes they made to my contract lowers my royalty % payment. So I don't argree with it. I want to make other changes to the contract since we are not agreed.

Can I ?
 
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M

Mass_Shyster

Senior Member
HappyWanderer said:
Um..I don't think so. See:

http://www.cisg.law.pace.edu/cisg/biblio/mather1.html]
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This came from your reference.

A. UCC Section 1-105

Our survey must begin with the choice-of-law rules contained in UCC section 1-105. In most of the cases with which we are concerned, these statutory rules are mandatory for American courts.[70] Subsection (1) of section 1-105 provides that when the parties have not effectively agreed on the applicable law, the local UCC applies to transactions bearing an "appropriate relation" to the state in which the court sits.[71] The phrase "appropriate relation" is ambiguous and has been interpreted in two disparate ways.

According to the first interpretation, forum UCC law must be applied if the forum state has at least a minimal or reasonable relation to the transaction, such that application of forum law would comply with constitutional due process requirements. Some courts have adopted this interpretation.[72]
 
justalayman

justalayman

Senior Member
as it stands, you have no contract with them. You sent an offer, they countered and that is where it stands. You can walk away from it, counter offer to it or accept is as is. The ball is now in your hands.

if you act as if under the contract though, it does act to ratify the contract so do nothing that would imply to them you have accepted. If you want to not do business with them, it would be best to formally reject their offer.
 
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omalley1

Junior Member
I emailed them telling them I don't agree to the changes. Is that good enough or do I need to send something for formal?

Thanks Again....
 
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