MBE Rules · Contracts
Merchant confirmation exception
UCC §2-201(2)
The rule
Between merchants, a written confirmation signed by the sender satisfies the SoF against the recipient if received within a reasonable time and the recipient has reason to know its contents — UNLESS the recipient gives written objection within 10 days of receipt.
In plain English
If two businesses are making a deal, a written confirmation from one can make the deal binding unless the other business objects in writing within 10 days.
Worked example
A supplier emails a signed order confirmation to a retailer about a bulk purchase. The retailer doesn't respond within 10 days. The retailer is now bound by the terms in the confirmation.
Memory hook
Merchant Mail: Silence Speaks Volumes. Written confirmation binds unless objected within 10 days.
The trap
Students think: Silence is acceptance. Wrong, because it's only binding if no objection in 10 days. The actual test is timely written objection.
How examiners test it
Test setup: Merchant A sends a signed confirmation to Merchant B. Trap: B doesn't respond, students assume no contract. Key: Look for objection within 10 days.
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