Frankford Umbrellas, Inc., a national merchant‐manufacturer of commercial beach umbrellas and chairs, received on April 1 a “Request for Quote” from Swift Beach Services, LLC, Ocean City’s premier umbrella‐and‐chair renter, for delivery by May 1 of 100 blue umbrellas and 50 lounge chairs to Swift’s Somers Point warehouse. On April 3, Frankford sent a written quotation stating price, delivery date, and “All orders accepted only on Frankford’s standard Terms & Conditions attached—no modifications accepted; warranty limited to 90 days.” On April 7, Swift returned a purchase‐order form purporting to accept Frankford’s quote “except we require (a) a six-month warranty and (b) damages of $50/day for late delivery; accept only if you assent to these changes.” Frankford never replied, but on April 10 it shipped the full order; Swift accepted delivery and paid the invoice. On May 15, Kevin Oates, a wealthy non-merchant who often buys from Swift, paid cash to take 20 of those umbrellas directly off the beach without any written paperwork.

Questions:

  1. Does UCC Article 2 govern the Frankford–Swift transaction?

  2. Did Swift’s initial request, Frankford’s quote, and Swift’s purchase order together form a contract even though some terms differed or were left open?

  3. Can Frankford’s shipment alone count as acceptance of Swift’s counter-terms?

  4. In the exchange of forms, did Swift’s purchase order operate as an acceptance or a counter-offer, and which of its added warranty or liquidated-damages terms become part of the deal?

  5. If Swift objects to Frankford’s “no modifications” clause, how should that objection be treated?

  6. If Frankford treats Swift’s form as a counter-offer and Swift accepts by performance, is there a binding contract, and what terms apply?

  7. Does Article 2 apply to Swift’s subsequent sale to Kevin, and if so, how are Swift’s standard terms binding (or not) on him?

Change the Hypo:

  1. Suppose Frankford’s quote had said, “Acceptance only by signed writing; performance does not suffice.” Would Swift’s acceptance by shipment still bind Frankford?

  2. Imagine Swift were a non-merchant. Which additional terms would require Frankford’s express assent?

  3. If your jurisdiction follows a “first-shot” rule instead of the knock-out approach, which form governs?

  4. What if Swift’s purchase-order email bounced back and Frankford never saw it—could shipment alone create a contract?

  5. What if neither party shipped nor communicated for two weeks after Swift’s counter-offer—would any contract exist?