Offer and Acceptance. Continental Insurance Co. issued a policy to cover shipments by Oakley Fertilizer, Inc. Oakley agreed to ship three thousand tons of fertilizer by barge to Ameropa North America in Caruthersville, Missouri, from New Orleans, Louisiana. Oakley sent Ameropa a contract form that set out these terms and stated that title and risk would pass to the buyer after the seller was paid for the goods. Ameropa e-mailed a different form that set out the same essential terms but stated,

“F.O.B. BARGE EX NEW ORLEANS.” The cargo was loaded onto barges but had not yet been delivered when it was damaged by Hurricane Katrina. Oakley fi led a claim for the loss with Continental but was denied coverage. Oakley fi led a suit in a Missouri state court against the insurer. Continental argued that title and risk passed to Ameropa before the damage as per the buyer’s form under Section 2–207(3) of the UCC because the parties did not have a valid contract under UCC 2–207(1).

Apply UCC 2–207 to these facts. Is Continental correct?

Explain. [Oakley Fertilizer, Inc. v. Continental Insurance Co., 276 S.W.3d 342 (Mo.App.E.D. 2009)]