## Q65 key (Battle of the Forms)

1. The February 2 acknowledgment formed a contract because it was a definite acceptance and did not clearly refuse performance absent assent. Its new terms did not automatically govern: additional terms were excluded under rule 3, while conflicting terms are handled by rule 4. Missed: “standard terms apply” is mistaken for an express condition or automatic assent.
2. At formation, the conflicting 200 percent and affected-unit caps were both displaced under rule 4. The blanket consequential-damages exclusion conflicted with the purchase order's affirmative production-interruption term and was likewise displaced, or at minimum was a material additional term excluded by rule 3. Code gap rules governed those subjects until modification. Missed: either form is treated as automatically controlling.
3. The February 3 authorized email exchange expressly modified delivery to April 15 and confirmed that all recoverable damages are subject to the purchase order's 200 percent cap. Meridian expressly rejected the affected-unit cap and blanket consequential exclusion, and “Booked” completed assent. Missed: the clearest negotiated term is ignored in favor of boilerplate.
4. The post-delivery invoice adds nothing because Meridian never assented after formation. Missed: a late invoice rewrites an existing allocation after breach risk matured.
5. Recoverable direct damages are $620,000 cover and repair plus $80,000 inspection. Foreseeable consequential damages are $2,600,000 interruption less $240,000 mitigation, or $2,360,000, plus $140,000 expedited freight. The $1,100,000 customer-renewal profit is not recoverable because the special customer exposure was not disclosed. Missed: either foreseeable plant loss is excluded or undisclosed customer profit is included.
6. Uncapped recoverable damages equal $620,000 + $80,000 + $2,360,000 + $140,000 = $3,200,000. The agreed cap is 200 percent of $1,500,000, or $3,000,000, applied after mitigation and recoverability. AlloyWorks owes no more than $3,000,000, not $375,000. Missed: exposure is wrong by $2.625 million or the cap is ignored by $200,000.
7. Negotiate from the $3 million ceiling, contest the lost renewal and any unproved amounts, and do not litigate for the affected-unit cap or exclusion contradicted by the email. Missed: AlloyWorks spends credibility on terms its authorized director expressly rejected.