AMI 2505 Additional Terms in Acceptance or Confirmation
Ark. Model Jury Instr., Civil AMI 2505
Arkansas Model Jury Instructions-Civil
December 2023 Update
Chapter 25. UCC Sales Contracts
AMI 2505 Additional Terms in Acceptance or Confirmation
[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.
The additional terms are to be construed as proposals for addition to the contract. [(Between merchants) such terms become part of the contract unless (the offer expressly limits acceptance to the terms of the offer)(they materially alter it)(or)(notification of objection to them has already been given or is given within a reasonable time after notice of them is received)].
[An action is taken seasonably when it is taken at or within the time agreed or if no time is agreed at or within a reasonable time.]
NOTE ON USE
Use this instruction when the acceptance or confirmation states additional or different terms.
Use the last bracketed paragraph when the first bracketed phrase of the first paragraph is used and the court believes the definition of “reasonable” would be helpful to the jury.
If the parties are merchants, use the appropriate portion(s) of the bracketed sentence in the second paragraph. If there is an issue of fact as to whether the parties are merchants, use the bracketed language “Between merchants” and also use AMI 2506.
COMMENT
This instruction is based on Ark. Code Ann. §§ 4-1-205(b) and 4-2-207(1), (2).
© 2023 Arkansas Supreme Court Committee on Jury Instructions-Civil
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