UCC Acceptance and Accommodation

A common question that tends to trip up students when we're working together on practice questions deals with the concept of accommodation under the UCC.  To understand these rules it's important to first understand that there are multiple methods of accepting an offer when the contract is for the sale of goods under the UCC.   If the seller chooses to accept in a method other than by shipment of the goods (for example, by directly notifying the buyer that the seller accepts) then the rules regarding accommodation do not apply. And if the goods are later sent and do not conform to the contract then that is a breach of contract and the buyer will have a variety of options, one of which is to sue for breach.

If the seller chooses to ship the goods without first notifying the buyer that the seller has accepted prior to shipment then that, too, might constitute an acceptance of the offer.  But if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer, such a shipment will not be treated as an acceptance.  Rather, the shipment will be treated as a counter-offer.

The buyer will then have a few options if the seller has shipped nonconforming goods.  The buyer can keep the non-conforming goods in which case there is a contract for the goods as they are at the price the seller has indicated.  The buyer can also reject the shipment thereby preventing a contract from forming.  Importantly, however, the option is not available here for the buyer to hold the seller in breach because without an acceptance of an offer by the seller there can be no breach of contract.