Beard Implement Co. v. Krusa

Brief Fact Summary.

Beard Implement Co. (plaintiff) sued Krusa (defendant) for breach of contract.

Synopsis of Rule of Law.

Under section 2-206 of the Uniform Commercial Code (UCC) if an offer unambiguously states a sole way to accept, then that is the only was an offeree can accept and only was a contract can be formed.

Facts.

Plaintiff agreed to sell the defendant a combine, which was finalized through the defendant signing a purchase order that stated the order was subject to the acceptance of the dealer and reserved a space for the dealer to sign. The defendant revoked his offer to the plaintiff while unware if the agreement was ever signed by the plaintiff. Plaintiff sued for breach of contract. However, the defendant argued the parties never entered into a binding contract because the defendant never signed off on the agreement as was required in the purchase order. Thus, the offer was revocable.

Issue.

Whether under section 2-206 of the Uniform Commercial Code (UCC) if an offer unambiguously states a sole way to accept, then that is the only was an offeree can accept and only was a contract can be formed.

Held.

Yes. Under section 2-206 of the Uniform Commercial Code (UCC) if an offer unambiguously states a sole way to accept, then that is the only was an offeree can accept and only was a contract can be formed.

Discussion.

2-206 of the UCC states that an offer that unambiguously states how the offer can be accepted, a binding contract can only be formed if the offeree accepts in that exact way. A binding contract can only be formed if the contract is accepted as unambiguously stated. Until the offer is accepted as unambiguously stated, it is revocable at any time. Here, because the defendant never signed off on the purchase order as required by the offer to create a valid acceptance, no contract was ever formed.