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Uniform Commercial Code (UCC)

If you are a small business that sells goods, you MUST become familiar with the Uniform Commercial Code (UCC).

Unlike Virginia common law, it governs the sale of goods.  Take the general rule that an acceptance must meet and correspond with the offer at all points, and that if it does not, it serves as a rejection of the offer.  Knowing this, you casually mention that you accept the offer but add a very slight condition.  If the other party begins to perform, then you know it accepted your new condition.  If it does not begin to perform, then you have nothing to worry about because you essentially rejected its offer, right?  Probably wrong.  

Under the UCC, an acceptance that alters the terms of the offer may still be sufficient to constitute an acceptance.  You may be on the hook for your part of the contract, and you might not get the benefit of the slight condition you had proposed.  Here is an example:

Joe emails Bob, offering to sell him two specified CDs.  Bob replies that he accepts, but he also requests that Joe include a third CD.  Because this is for a sale of goods, the UCC governs.  That means that through his response email, Bob formed an enforceable contract for the sale of the two specified CDs.  The “request” of the third CD is just a proposal (an offer) for an addition to the contract.

While this simple example seems harmless, you can imagine how costly this scenario might be for Bob.  What if this third “item” was essential to the purchase of the first two items?  Bob would be on the hook for two items that, without the third, would be worthless to his business.  These are the types of “traps” that you might encounter unless you are familiar with the UCC.  Lawyers are here to think of these scenarios so that you can focus on growing your business.


My primary focus is on SMALL BUSINESS LAW. However, I also offer the following services: business consultation, business public speaking & argumentation, Veteran issues, and in some cases traffic & criminal defense.

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