Primo Chocolate Company sends a purchase order to Fat Cows Butter Supply by fax, requesting 100 pounds of premium butter, at $1 per pound, plus shipping and handling. The purchase order says that delivery will be made within five business days of the order. Fat Cows Butter Supply receives the fax and faxes back an order confirmation the same day, which shows the same 100 pounds of premium butter at $1 per pound, and the same shipping and handling charges. The order confirmation states that delivery will be made within 10 business days of the order.
Six business days after the order, Primo Chocolates informs Fat Cows Butter Supply that due to its failure to not ship the butter on time, Primo Chocolates is declaring a breach of contract and seeking substitute butter from another source. Fat Cows Butter Supply asserts it still has four more days to perform.
Answer the following:
1. Under Article 2 of the UCC, did Primo Chocolates and Fat Cows Butter Supply form a contract for the sale of butter? Why or why not?
2. In the parties exchange of documents, which delivery date controls, and why?
3. Based on your answers above, has there been a breach of contract here? If so, by whom?