Question

Alicia recently started a local food truck operation in Baltimore City.  Each week, Alicia needs a certain amount of raw food materials to make the items that she offers for sale on her food truck menu.  After perusing some google search results, Alicia discovers a commercial food service distributor that provides bulk ingredients for food truck operators.  She contacts the distributor through its website, and after setting up an account, places an initial order for the following items:

Item                            Quantity

Hoagie Rolls               288

Sliced Cheese             6 pounds

Lettuce                       12 heads

Tomatoes                   144

Mayonnaise               4 pounds

Delivery by Friday, April 5, 2019

Later that day, Alicia receives an email from the distributor which has the subject “Confirmation Notice.” She doesn’t read the email itself, assuming that it was just to confirm her order.  The Confirmation Notice email has the following information:

To: Alicia, Date: April 1, 2019

The following items will be shipped FOB Seller, 1% discount if paid prior to delivery, otherwise, total payment due at delivery:

288 Hoagie Rolls                               $125

6 pounds sliced American Cheese   $20

12 lettuce                                           $10

144 tomatoes, heirloom                    $65

4 pounds Mayo                                  $5

Total due on delivery:                       $225, plus $35 delivery charge

Discuss, using the applicable UCC statute from the Model UCC: (a) whether the parties have an agreement, and (b) if so, what are the terms of the agreement between the parties.

Answer 1

a) Under UCC, a contract is finalized between two or more parties, when there is an offer and an acceptance to the contract. In the given case, Alicia had made an initial offer of buying certain raw material from the distributor. The distributor replied to the mail by stating the cost of each item in the order and total cost incurred in the delivery. This mail can be considered as an expression of the agreement.

It has been stated under UCC that any kind of definite expression of acceptance of the offer or any kind of written confirmation, stating the terms of the deal, can be considered as agreement of the offer. The same is applicable in this case. Hence, we can conclude, there is an agreement between Alicia and distributor.

b) The terms of agreement between both the parties are:

• The distributor would give 1% discount to Alicia if she made the payment prior to the delivery
• If the payment is made at the time of delivery, Alicia will have to pay $225 and $35 as the delivery charges