Question

The Brugger Corp. owned a farm, operated by Jason Weimer, who acted as the company’s business agent. Tri-Circle, Inc. was a farm equipment company. On behalf of Brugger, Weimer offered to buy from Tri-Circle certain equipment for use on the farm. Tri-Circle accepted the offer, using a preprinted form. The form included a finance charge for late payment. Weimer’s offer had said nothing about finance charges, but he made no objection to the new term. Tri-Circle supplied the farm equipment but later alleged that Brugger had refused to pay for $12,000 worth of the supplies. Tri-Circle sued. In deciding whether Tri-Circle was entitled to finance charges, the court first inquired whether Brugger, Weimer, and Tri-Circle were merchants. Why did it look into that issue? Were they merchants?

Answer 1

Note: This response is in UK English, please paste the response to MS Word and you should be able to spot discrepancies easily. You may elaborate the answer based on personal views or your classwork if necessary. Please write your experiences if necessary. Also, I have pasted the sections as they are mentioned in the American law, it would not be prudent to change them and disrupt the legal language. Those sections are in quotes. (Source: Leagle)

(Answer) The case illustrated above entails the buying and selling of goods and services as under I.C. § 28-2-105, it is legislated by the provisions of the Uniform Commercial Code (Code), codified as I.C. §§ 28-1-101 et seq. Under the Code, contracts that have additional terms in the acceptance document are governed by I.C. § 28-2-207, this reads:

“Additional terms in acceptance or confirmation. — (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:(a) the offer expressly limits acceptance to the terms of the offer;(b) they materially alter it; or(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.”

Considering that, a contract had been formed between Tri-Circle and Brugger/Western Ag, that rule would be applicable.

The question is whether or not these additional terms become a part of the case. To decide this, the following sub-section is applicable. “(2) of section 28-2-207, which provides that when a contract is between merchants the additional terms become a part of the contract unless (a) the offer expressly limits acceptance to the terms of the offer, (b) the additional terms materially alter the contract, or (c) notification of objection to the terms has already been given or is given within a reasonable time after notice of the additional terms is received.”

Therefore it has to be determined whether the contract is “between merchants." According to the Idaho Code section 28-2-104 defines the words "merchant" and "between merchants."

“28-2-104. Definitions — Merchant — Between merchants — Financing agency. — (1) Merchant means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction...(3) Between merchants means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.”

The district court correctly applied this section to the transaction between Tri-Circle and Weimer/Brugger/Western Ag, since all the parties were merchants with respect to this contract, they all had "knowledge or skill peculiar to the practices or goods involved in the transaction."