1237 words 5 pagesSierra Nevada Trees Inc. Legal Analysis
Consequential Damages Disclaimer:
The disclaimer that protects Sierra Nevada Trees Inc. from liability in a claim for consequential damages contained in the purchase order acknowledgement is part of the agreement with Burger Ranch Inc. Burger Ranch Inc. accepted the terms of the offer and there was proper performance by both parties.
As stated in the Gould Commercial Code Section 2-207 subsection 1, “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 …show more content…
In the precedent case of Aguilar Manufacturing Inc v Richfield Inc. , the court was faced with a similar dilemma in which one party alleged that the inclusion of a one-year limitation clause materially altered the original contract and therefore rendered it invalid. The court presiding over this case ruled in its decision that the clause in question met the guidelines set out by the Gould Commercial Code that "Examples of clauses which involve no element of unreasonable surprise and which therefore are to be incorporated in the contract unless notice of objection is seasonably given are: . . . a clause fixing a reasonable time for complaints within customary limits." The court ruled that since the plaintiff had a reasonable amount of time to object to the clause and that such limitation clauses are normal, there was no material alteration of the contract.
Additionally, Mr. Washington of Burger Ranch Inc. asserts that since the purchase order acknowledgment wasn’t signed the consequential damages disclaimer isn’t legally applicable. This assumption is false since, as proved above, both parties abided by their respective obligations laid out in the contract equalling performance. Essentially, performance by both parties equals acceptance of that contract in spite of a missing signature. Valid transactions took place despite the missing signature. Mr. Washington, most likely wouldn’t have raised the