1. Read Cook’s Pest Control Inc., v. Rebar, 852 So. 2d 730 (Ala. 2002) and answer this question: Detail the difference between a counter-offer and “just talk.”
Theterms of a counter-offer or any offer need to be “sufficiently definite” in order for the two parties to enter into a contract. Without an offer and an acceptance, there is no contract; it is “justtalk.”
In Cook’s Pest Control Inc., v. Rebar it is brought into question whether the “addendum to Customer Agreement” added by Rebar along with a check intended to renew the contract would in factconstitute a new contract. The argument from Cook’s Pest Control is that they cannot “be bound by the unilateral, fundamental amendment to their relationship which the [Rebars'] ‘Addendum’ seeks toaccomplish.”
On the other hand, the Rebars contest that the pest control company accepted the conditions of their counter-offer and is now bound by the addendum incorporated in the new contract.
Asdescribed on UCC § 2-207 (2b), since this addendum “materially altered” the terms of the original agreement which had already expired, the addendum is actually part of a counter-offer to Cook’s PestControl’s offer to renew the contract. In this addendum, the changes are considered to be “additional terms” that need to be agreed upon before the counter-offer, which can also be considered a“conditional agreement by the Rebars” dependant on Cook’s Pest Control’s acceptance. The addendum also expresses how “[the continuation of] service or negotiation of the renewal-payment check by Cook's PestControl would constitute acceptance of the new terms.” As also specified by the UCC § 2-207 (3), the company would accept the new terms through their behavior, which would be exemplified by theirservice continuation, or by processing the payment. If they were not willing to accept the changes, the addendum also allows them to immediately notify the Rebars if “[they did] not agree with...