On September 15, a manufacturer of office furniture received an email purchase-order form from a retailer of office furniture. The order was for 100 executive leather swivel chairs and specified a delivery date no later than November 1, at a total cost of $10,000, as quoted on the manufacturer's website. Two days later, the manufacturer emailed its own purchase-order acceptance form to the retailer, who was a new customer and had never seen the form before. The purchase-order acceptance form stated that it was an acceptance of the specified order, was signed by the manufacturer's sales manager, and contained all of the terms of the retailer's form, but it also contained an express warranty and a clause disclaiming all implied warranties such as the implied warranty of merchantability.

Question

On September 15, a manufacturer of office furniture received an email purchase-order form from a retailer of office furniture. The order was for 100 executive leather swivel chairs and specified a delivery date no later than November 1, at a total cost of $10,000, as quoted on the manufacturer's website. Two days later, the manufacturer emailed its own purchase-order acceptance form to the retailer, who was a new customer and had never seen the form before. The purchase-order acceptance form stated that it was an acceptance of the specified order, was signed by the manufacturer's sales manager, and contained all of the terms of the retailer's form, but it also contained an express warranty and a clause disclaiming all implied warranties such as the implied warranty of merchantability.

Assuming that there were no further communications between the parties, what is the status of the relationship between the parties?

(A) There is an enforceable contract between the parties, the terms of which are comprised of the language in the manufacturer's form.

(B) There is an enforceable contract between the parties, the terms of which do not include the disclaimer of implied warranties in the manufacturer's form.

(C) There is no enforceable contract between the parties because the manufacturer's form constituted a rejection of the retailer's offer and a counteroffer by the manufacturer.

(D) There is no enforceable contract between the parties because the manufacturer's form added an additional term that materially altered the terms of the retailer's offer.

Answer 1

The correct answer is (A) There is an enforceable contract between the parties, the terms of which are comprised of the language in the manufacturer's form.

Answer 2

The correct answer is (B) There is an enforceable contract between the parties, the terms of which do not include the disclaimer of implied warranties in the manufacturer's form.

Explanation: In this scenario, an enforceable contract is formed between the parties. The retailer's email purchase-order form can be seen as an offer by the retailer, and the manufacturer's subsequent acceptance through their purchase-order acceptance form creates a valid contract.

According to the "mirror image rule" in contract law, an acceptance must mirror the terms of the offer with no additional or different terms. However, the manufacturer's form included an express warranty and a disclaimer of implied warranties, which were not present in the retailer's original offer. As this adds new terms, it can be considered a counteroffer.

Since there were no further communications, the retailer, who had never seen the manufacturer's acceptance form before, should not be bound by those additional terms. The contract between the parties would, therefore, be enforceable, but only with the terms specified in the retailer's offer – without the disclaimer of implied warranties.