Also known as: receive and accept · receives and accepts · receiving and accepting · acceptance of goods · UCC acceptance
Written by attorneys — see sources below.
A buyer's taking of goods into possession coupled with manifestation of acceptance under the UCC. This conduct satisfies an exception to the statute of frauds for contracts priced at five hundred dollars or more.
MetroBuild ordered steel beams from IronCore. After delivery MetroBuild inspected the beams, noted surface rust, signed the delivery documents, and installed the beams in its project. Because the beams were received and accepted, the oral contract became enforceable even without a writing.
Riverside Healthcare orally ordered medical supplies exceeding five hundred dollars. After receiving and accepting the first shipment, Riverside refused to pay or accept additional goods. The seller could pursue remedies for the accepted goods because receipt and acceptance removed the statute-of-frauds bar.
Regal Apparel purchased software from a vendor under an oral agreement. Regal downloaded the software, installed it on its systems, and used it for several weeks. Receipt and acceptance of the software satisfied the statute of frauds and permitted enforcement of the oral contract.
ProCD, Inc. compiled information from more than 3,000 telephone directories into a computer database. The database cost more than $10 million to compile and is expensive to keep current. ProCD sells a version of the database called SelectPhone on CD-ROM discs. The company sold the database to the general public for personal use at a low price of approximately $150 for the set of five discs while selling information to the trade for a higher price. Every box containing its consumer product declares that the software comes with restrictions stated in an enclosed license. This license is encoded on the CD-ROM disks as well as printed in the manual and appears on a user's screen every time the software runs. The license limits use of the application program and listings to noncommercial purposes. Matthew Zeidenberg bought a consumer package of SelectPhone in 1994 from a retail outlet in Madison, Wisconsin. He formed Silken Mountain Web Services, Inc. to resell the information in the SelectPhone database. Zeidenberg purchased two additional SelectPhone packages, each with an updated version of the database. He made the latest information available over the World Wide Web for a price through his corporation. ProCD filed this suit seeking an injunction against further dissemination that exceeds the rights specified in the licenses. The district court held the licenses ineffectual because their terms do not appear on the outside of the packages. The court added that the second and third licenses stand no different from the first because they might have been different.
View caseYes. Under UCC section 2-201(3)(c), a contract for the sale of goods priced at five hundred dollars or more is enforceable with respect to goods that have been received and accepted even without a sufficient writing.
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Acceptance occurs when the buyer signifies to the seller that the goods conform or will be retained despite nonconformity, fails to make an effective rejection after a reasonable opportunity to inspect, or takes any other action inconsistent with the seller's ownership.
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No. Acceptance precludes rejection of the accepted goods but does not impair the buyer's other remedies for nonconformity, such as an action for damages.
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Revocation is possible only if the nonconformity substantially impairs the value of the goods and the buyer accepted without discovering the nonconformity because of the seller's assurances or the difficulty of discovery.
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…pay the reasonable worth of what he has received. 1 Camp. 38, Farnsworth v. Garrard. And the rule is the same whether it was received and accepted by the assent of the party prior to the breach, under a contract by which, from its nature, he was to receive labor, from time to time until the completion of the whole contract; or whether…