Contract Formation under the Uniform Commercial Code

This year I went to a local dealer of the secondhand electronics to buy a laptop. Because the one I got did not have the specifications I wanted, we agreed that I’ll pay a little more than the laptop’s asking price if he will upgrade its RAM from 2GB to 4GB. I paid a deposit of half the agreed value, with the remainder to be paid at the time of collection. We agreed that I should collect it in two weeks; I wanted it by that time to use it for my class assignments. Two weeks later, the dealer had not upgraded the RAM yet, as was agreed. He said that the delay was due to the failure of the person from whom he had ordered the RAM to deliver it in time, and asked me to check again in a week’s time. I refused and demanded my deposit back, arguing that he had failed to fulfill his part of the agreement. He declined and said that I should pay for the laptop’s original price and take it. He, further, argued that I had purchased the laptop “as it is,” and the additional features, I asked for, were a different transaction in the form of “after-sales service,” which cannot be tied to the actual purchase of the laptop. I saw where the argument was going- that he could have already sold it to another buyer – and paid the remaining amount.

Clearly, the dealer had broken the promise to upgrade the laptop‘s RAM to 4GB. Our agreement fulfills the requirements of a contract because:

• There was an offer from me which the dealer accepted,
• Intention of legal consequences, because the dealer understood that I can seek legal redress if he violated our agreement, and
• Valuable consideration, because each party was satisfied of what he got from the agreement. I fulfilled part of my obligation by paying a deposit (Torres, 2003, p. 165).

Under legal consideration, our agreement falls under the UCC (Uniform Commercial Code) because it involves the sale of goods. However, the promise was not legally enforceable because of two major reasons. First, the agreement to upgrade the RAM was verbal, while purchase of the laptop “as  it is” was in writing. Two, and this is what I consider to be the overriding factor, minor changes (such as the failure to upgrade the RAM) do not have any impact under UCC, and, therefore, are not sufficient for the cancellation of the original offer (Melvin, 2009, p. 38). The original offer, was the purchase of the laptop in its present form. The requested RAM upgrade is a later consideration which does not affect the original offer.