Theory to Practice: the Gci/Armstrong Press Scenario

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Theory to Practice: The GCI/Armstrong Press Scenario
Daniel Ilario
February 24, 2014
G. Alan Williams

Is Armstrong’s addition of the delivery term binding on GCI? Explain the UCC analysis governing the additional terms added by Armstrong:
Yes it is likely that Armstong’s modification of terms would be binding upon Graphic Communications, Inc. (GCI). UCC articles 7-2 through 7-4 speak to contract modifications. Article 7-2 stipulates that modifications are acceptable and normal in the course of business. Article 7-3 establishes the definition of acceptable modifications where offer, acceptance and consideration are met, indicating mutual assent between the parties. Article 7-4 provides that mutual assent need not be proven solely by verbal or written means but also by the conduct of the parties, if that conduct indicates a meeting of the minds.
In this scenario, GCI tendered an offer to Armstrong by sending a purchase order that specified payment of a specific amount of money GCI in return for the delivery and assembly of specific equipment by a specified date. Armstrong’s added an addendum to the offer and sent it back to the offeror. However, the addendum did not constitute a counter-offer, because it did not change any of the terms of the original offer, but rather provided additional specificity to the terms implied by the offeror. GCI’s wording implied Armstrong to be responsible for delivery and responsible for assembly of the equipment. Armstrong’s addendum of a destination contract is consistent with GCI’s wording. Armstrong’s other addition did reference a different date of completion, but it was not inconsistent with GCI’s requirements for completion of the assembly. Since Armstrong’s addendum did not change the essential elements, the signature and return of the purchase order to GCI constituted acceptance of a valid offer. Also GCI had an…...

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