A note about imperfect acceptance

Up to this point, we have been covering classical contract doctrines, many of which developed under very different social and economic conditions than our current times. While the doctrines we have covered so far remain the law, some contract rules have not been able to adapt to changing circumstances. This section on what is called "imperfect acceptance" is one of those instances. In this section, we will cover the common law rule that applies to situations of imperfect acceptance, and you will see that it is -- and remains -- a quite rigid rule. The drafters of the Uniform Commerical Code believed that that rule did not work well in the modern (at the time) context of increasing national and international trade in goods. Section 2-207 of the U.C.C. sets forth a very different rule in the goods context. We will examine that provision closely, and we will discuss whether the UCC's approach to the imperfect acceptance problem is an effective solution.