Unless it is expressly specified that an offer to buy or sell goods must be accepted just as made, the offeree may accept an offer and at the same time propose an additional term. This is contrary to general contract law. Under general contract law, the proposed additional term would be considered a counteroffer and the original offer would be rejected. Under Article 2 of the UCC, the new term does not reject the original offer. A contract arises on the terms of the original offer, and the new term is a counteroffer. The new term does not become binding until accepted by the original offeror. If, however, the offer states that it must be accepted exactly as made, the ordinary contract law rules apply.
In a transaction between merchants, the additional term becomes part of the contract if that term does not materially alter the offer and no objection is made to it. However, if such an additional term from the seller operates solely to the seller’s advantage, it is a material term and must be accepted by the buyer to be effective. A buyer may expressly or by conduct agree to a term added by the seller to the acceptance of the buyer‘s offer. The buyer may agree orally or in writing to the additional term. There is an acceptance by conduct if the buyer accepts the goods with knowledge that the term has been added by the seller.
Massachusetts Merchant's Objection to Additional Term refers to the legal objection raised by merchants or business owners located in Massachusetts against the inclusion of additional terms in a contract or agreement. This objection mainly revolves around the unfair or unfavorable terms imposed by the other party, often seen as disadvantageous to the merchant's interests. In Massachusetts, merchants have specific rights and protections under the Uniform Commercial Code (UCC), which governs commercial transactions. When faced with objectionable additional terms, merchants may raise concerns based on different grounds, including: 1. Unconscionably: Merchants can object to additional terms that are so one-sided or unfair that they shock the conscience or violate public policy. These terms might be deemed oppressive, unreasonably favorable to the other party, or unfairly limit the merchant's rights or remedies. 2. Lack of Mutuality: Merchants may object to additional terms that create an imbalance of obligations between themselves and the other party. If the terms heavily favor the other party while placing excessive burdens or risks on the merchant, an objection can be raised. 3. Material Change: Merchants can object to additional terms that significantly alter the original terms of the agreement. If the additional terms substantially affect the merchant's responsibilities, rights, pricing, or delivery conditions, they may argue that such changes were not part of the original agreement and are therefore objectionable. 4. Ambiguity: Merchants may object to additional terms that lack clarity or precision. If the terms are vague, open to interpretation, or fail to provide sufficient detail, merchants may argue that they cannot be held accountable under such uncertain conditions. 5. Statutory Protections: Merchants can object to additional terms that conflict with specific Massachusetts laws that protect their rights as merchants. These may include provisions related to product liability, warranty requirements, consumer protection laws, or deceptive trade practices. It's essential to note that the specific objections raised by Massachusetts merchants to additional terms may vary depending on the nature of the transaction, the industry involved, and the circumstances of the agreement. Overall, Massachusetts Merchant's Objection to Additional Term allows merchants to exercise their rights and challenge unfavorable or unjust terms in contractual agreements, ensuring that they are treated fairly and equitably in their business dealings.
