Okla. Stat. tit. 12A § 2-206

Current through Laws 2024, c. 378.

Section 2-206 - Offer and Acceptance in Formation of Contract

(1) Unless otherwise unambiguously indicated by the language or circumstances

(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

Okla. Stat. tit. 12A, § 2-206

Laws 1961, p. 78, § 2-206.

Oklahoma Code Comment

(1) (a) Previous Oklahoma law is in accord. 15 O.S. § 68; Farmers' Produce Co. v. Central Fruit & Produce Co., 48 Okl. 754, 150 P. 664 (1915). See also 15 O.S. §§ 51, 66, 69, 70; Dick v. Vogt, 196 Okl. 66, 162 P.2d 325 (1945); Truscon Steel Co. v. Cooke, C.C.A., 98 F.2d 905 (1938) (acceptance by silence); McLaughlin v. Lagers, 99 Okl. 155, 225 P. 920 (1924) (acceptance of services).

(b) The first part of the sentence relative to acceptance by shipment or promise to ship is probably a restatement of existing law, although there are no Oklahoma decisions. Restatement of Contracts, Sec. 72 ; Hercules Mfg. Co. v. Wallace, 124 Miss. 27, 86 So. 706 (1921). The last portion of the sentence, how ever, is an innovation. Hereto fore the shipment of non-con forming goods was considered as a counter offer, which, to become a contract or present sale, must be accepted by the buyer. Thus the buyer would have no cause of action against the seller for breach of contract based upon the original order, for breach of warranty based upon defects which were patent at the time of acceptance of the goods. Lowry Coffee Co. v. Andresen-Ryan Coffee Co., 153 Minn. 489, 190 N.W. 985 (1922). The Commercial Code materially changes these results: the shipment of non-conforming goods is an acceptance of the original offer, thus completing a contract on the buyer's terms so that an action for breach of contract or warranty can be maintained, unless the seller notifies the buyer that the shipment is offered only as an accommodation to the buyer.

(2) There are no Oklahoma decisions, but this is consistent with the statutory provision that when no time is specified for performance of an act a reasonable time is allowed. 15 O.S. § 173.