Choose the governing law
Article 2 generally governs sales of movable goods; common law generally governs services. Mixed transactions need the jurisdiction's classification test. Here the equipment sale and independent stage-work agreement are separate.
Find objective assent
Identify a sufficiently definite offer and the communicated acceptance. Undisclosed intentions do not ordinarily displace what a reasonable party would understand. Here a signed quote, matching received acceptance, acknowledgment, and deposit support formation.
Use the firm-offer rule carefully
Under the commonly enacted UCC 2-205, a merchant's signed written assurance can hold a goods offer open without consideration. The statutory irrevocability period cannot exceed three months; an assurance on the offeree's form requires the offeror's separate signature. This was Beacon's own short-term quote.
Do not invent a paperwork shortcut
A late receipt may raise proposed additional terms or modification questions. It does not automatically replace the agreed description. UCC 2-207 distinguishes additional terms, expressly conditional acceptance, and formation by conduct; courts differ on conflicting terms.
CHANGE ONE FACT
Change one fact: Beacon's quote says only 'estimate, subject to approval' and promises no open period. Is it necessarily an irrevocable firm offer?
A. Yes, because Beacon sells equipment.
B. No. First establish an offer and a signed assurance to keep it open.
C. Yes, because the cooperative expected a sale.
Answer: B. Merchant status alone is insufficient. A preliminary estimate may not be an offer at all, and a firm offer needs the specified signed assurance. The original story supplies those facts; the changed version does not.
UCC 2-204 / UCC 2-205 / UCC 2-206 / UCC 2-207
