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Battle of The Forms Flowchart

This document summarizes the Uniform Commercial Code rules regarding contract formation when purchase orders and order confirmations contain different or additional terms, known as the "Battle of the Forms". It outlines that (1) an acceptance with different terms is a counteroffer rather than acceptance, (2) if writings agree on essential terms there is a contract, and (3) additional terms proposed by one party may become part of the contract depending on certain conditions.

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ncallan9
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2K views1 page

Battle of The Forms Flowchart

This document summarizes the Uniform Commercial Code rules regarding contract formation when purchase orders and order confirmations contain different or additional terms, known as the "Battle of the Forms". It outlines that (1) an acceptance with different terms is a counteroffer rather than acceptance, (2) if writings agree on essential terms there is a contract, and (3) additional terms proposed by one party may become part of the contract depending on certain conditions.

Uploaded by

ncallan9
Copyright
© Attribution Non-Commercial (BY-NC)
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
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Battle of the Forms

No Battle of Forms Terms of K are those of offer.

Sale of Goods?

Acceptance include different or add terms?

Is acceptance silent? Conduct by parties which recognize K? 2-207(3)

Response intended to be acceptance? (No, if material issue[price, quality, or quanitity] differs).

= Counteroffer, not acceptance. Parties do not have K based on their writing; next step is conduct.

Parties have K based on writings.

Acceptance expressly conditional on assent to different or additional terms? 2-207(1)

NO K

Acceptance contains term that differs from term in offer?

Majority of courts use Knock out Rule

There is a K. Terms are those in which writings agree plus gap fillers of U.C.C. 2-207(3); Fillers2-305 to 2-315

Does acceptance include an additional term?

Terms are those which writings agree, plus any gap fillers. (2305 to 2-315)

Add term automatic Becomes part of K. 2-207(2)

Are both parties merchants? Defined in U.C.C. 2-104

Did offer expressly limit accept to terms of offer 2-207 (2)(a)

Has offeror objected to add term in reason time? 2-207(2)(c)

Does add term materially alter the K? 2207 (2) (b)

Add term part of K, if offeror explicitly agree to it, otherwise it is a sep offer.

Add term doesnt become part of K.

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