Essay playbook
The Custom Bottle Run
Work through The Custom Bottle Run as a public essay playbook with a fresh UBE / MEE-style fact pattern, scored issues, and a model answer.
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Fact pattern
Northgate Supply is a restaurant distributor. On September 4, it sent a purchase order to Riverbend Glassworks, a bottle manufacturer, for 10,000 custom-etched amber bottles at $3.20 each, for delivery on November 15. The purchase order said: "Acceptance is expressly limited to the terms of this order. Any additional or different terms proposed by Seller are hereby rejected." On September 6, Riverbend sent back its own acknowledgment on company letterhead, referencing the September 4 purchase order by its number and ending with the typed name and title of its sales manager: "Seller accepts. Delivery is FOB Seller's plant. Any dispute shall be resolved by binding arbitration in Camden, New Jersey. Buyer agrees to a 10% restocking fee on any cancellation." Riverbend began production and Northgate wired a $5,000 advance deposit on September 12. On October 1, Riverbend's primary furnace cracked. Its plant manager emailed Northgate, the message ending with his typed name and title and quoting the purchase-order number: "Furnace down; earliest we can complete the run is January 20. Need you to agree to the new date. If you prefer to cancel, we'll waive the restocking fee." The purchasing lead of Northgate replied the same day from her company account, over her typed name and title, on the same email thread: "OK, agree to January 20." On December 3, Northgate's new executive chef announced he would source his own bottles. Northgate's purchasing lead emailed Riverbend: "Our chef changed direction. We don't need the bottles. Please return our $5,000." Riverbend continued production and, on January 20, tendered 10,000 finished bottles conforming to specification. Northgate refused to accept delivery. The custom amber bottles carry the proprietary logo of Northgate and cannot be sold to any other buyer in the ordinary course of the business of Riverbend. Before Riverbend received the December 3 email it had already etched and finished about 7,000 of the 10,000 bottles; finishing the remaining 3,000 cost roughly $1,900, whereas stopping work and selling the entire run for scrap would have realised roughly $800. Riverbend sues for the full contract price. Northgate counterclaims for its $5,000 deposit and argues (i) no contract ever formed, (ii) any contract was unenforceable for lack of writing, and (iii) the January 20 tender was untimely.
Scored issues to spot
Custom amber bottles are movable goods at time of identification — UCC Article 2 applies, not common law.
Subject: Contracts | Points: 5
Riverbend's acknowledgment is a valid acceptance even with additional terms — definite expression of acceptance under §2-207(1). The offeror's language limiting acceptance does NOT automatically defeat contract formation; at a minimum, performance confirmed the deal under §2-207(3).
Subject: Contracts | Points: 15
Northgate expressly argues the contract was unenforceable for lack of a writing, so ANSWER IT - and do not confuse this with the §2-201 question about the October 1 modification. At $32,000 the original contract is within §2-201(1). TWO routes reach full enforcement. RECORD: the October 1 email THREAD identifies the purchase order by number, while the reply of Northgate supplies the SIGNATURE of the party against whom enforcement is sought - so thread and order read together, the order supplying the quantity, and a later record may memorialise an earlier contract. EXCEPTION: §2-201(3)(a) independently carries the full order. Part payment adds only limited enforcement for any quantity attributable to the deposit. SPECIALLY MANUFACTURED GOODS, §2-201(3)(a) - give all FOUR elements: made specially for THIS buyer (the proprietary logo), NOT SUITABLE for sale to others in the ordinary course, circumstances reasonably indicating they are for this buyer, and a SUBSTANTIAL BEGINNING before NOTICE of repudiation is received (about 7,000 of 10,000 finished before the December 3 email arrived). PART PERFORMANCE, §2-201(3)(c): the accepted $5,000 deposit enforces the contract only as to the GOODS attributable to that payment - it is measured in goods, not a dollar slice - so it is not an independent route to the full order; §2-201(3)(a) independently carries the full order. Do NOT rely on the September 6 acknowledgment as the record: §2-201(1) wants a record signed by the party against whom enforcement is sought, and Riverbend signed that one.
Subject: Contracts | Points: 10
Both parties are merchants. Northgate's PO expressly limited acceptance to its terms, so Riverbend's additional terms (arbitration, restocking, FOB) do NOT enter the contract. Even absent that limitation, the arbitration clause and restocking fee materially alter and would be excluded; the FOB delivery term is fact-sensitive - FOB seller plant shifts shipment obligations and risk of loss from the UCC defaults, which may itself materially alter the bargain - but the express limitation makes it immaterial here.
Subject: Contracts | Points: 15
No new consideration is required for UCC modification. Under §2-209(3) the contract AS MODIFIED must satisfy §2-201; at $32,000 it does, and Northgate itself wrote the October 1 reply, a signed record under §1-201(b)(37). Good faith under §1-304 satisfied — furnace failure is a legitimate commercial reason.
Subject: Contracts | Points: 15
Where a party repudiates a performance NOT YET DUE, the loss of which will SUBSTANTIALLY IMPAIR the value of the contract to the other, §2-610 applies; a definite, unequivocal statement that a party will not perform is such a repudiation. Northgate repudiated the entire remaining performance, so the impairment element is plainly met. "We don't need the bottles" is unequivocal. Get the structure right - §2-610 gives TWO principal choices, not three: (a) for a commercially reasonable time await performance, or (b) resort to any remedy for breach. In EITHER case the aggrieved seller may suspend its own performance and proceed under §2-704. Because the bottles were still UNFINISHED on December 3, §2-704(2) supplies the standard: an aggrieved seller may, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value.
Subject: Contracts | Points: 15
Under §2-709(1)(b) a seller recovers the price of goods identified to the contract if it is unable after reasonable effort to resell them at a reasonable price OR the circumstances reasonably indicate that such effort will be unavailing. Riverbend attempted NO resale, so it relies on the SECOND prong: bottles etched with the proprietary logo of Northgate have no reasonable ORDINARY-COURSE resale market, so any such effort would be unavailing (the nominal scrap option is not resale at a reasonable price, and any proceeds realised are credited). Riverbend must hold the goods for Northgate, §2-709(2) - though that duty is not absolute: it may resell at any time before collection of the judgment, with the proceeds credited to Northgate.
Subject: Contracts | Points: 15
Northgate's reason (chef changed direction) is not a supervening event that made performance impracticable — it is a change of preference. §2-615 excuses the seller for unforeseen contingencies, not buyers for buyer's-remorse. Riverbend's furnace event was addressed by modification, not excuse.
Subject: Contracts | Points: 5
The clean route: Riverbend AFFIRMS the contract and recovers the $32,000 price under §2-709, with the $5,000 credited, leaving $27,000 - no restitution question arises. In the alternative, note §2-718(2) is framed for a seller who WITHHOLDS delivery (Riverbend tendered), and that any provisional restitution would have to be offset by damages independently established under §2-708/2-710, not by relabelling the price claim as damages.
Subject: Contracts | Points: 5