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Battle of Forms Flow Chart

This document provides a flowchart summarizing the rules regarding contract formation under the "Battle of the Forms" doctrine. The flowchart outlines whether a contract is formed when an acceptance contains additional or different terms than the original offer. In summary: 1) If the acceptance is silent on additional terms, a contract is formed on the terms of the offer. 2) If the acceptance contains materially different terms, it is considered a counteroffer rather than an acceptance. 3) If both parties are merchants, additional terms in the acceptance become part of the contract unless the offer expressly limits acceptance to its terms or the added term materially alters the contract.

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Rujul Patel
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202 views1 page

Battle of Forms Flow Chart

This document provides a flowchart summarizing the rules regarding contract formation under the "Battle of the Forms" doctrine. The flowchart outlines whether a contract is formed when an acceptance contains additional or different terms than the original offer. In summary: 1) If the acceptance is silent on additional terms, a contract is formed on the terms of the offer. 2) If the acceptance contains materially different terms, it is considered a counteroffer rather than an acceptance. 3) If both parties are merchants, additional terms in the acceptance become part of the contract unless the offer expressly limits acceptance to its terms or the added term materially alters the contract.

Uploaded by

Rujul Patel
Copyright
© © All Rights Reserved
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

Sale of Goods? No
Battle Terms of
of K are
Forms those of
offer.

Acceptance include
different or add Is acceptance silent?
terms?

Conduct by
parties which
recognize K?
Response intended to be = Counteroffer, not 2-207(3)
acceptance? (No, if material acceptance. Parties
issue[price, quality, or do not have K
quanitity] differs). based on their
writing; next step
is conduct.

Parties Acceptance expressly


have K conditional on assent
NO K There is a K.
based on to different or
Terms are those in
writings. additional terms?
which writings
2-207(1)
agree plus gap
fillers of U.C.C.
2-207(3); Fillers-
2-305 to 2-315

Acceptance contains term Majority


that differs from term in of courts
offer? use
Knock
out Rule Terms are Add term
those which automatic
writings Becomes
Does acceptance include an agree, plus part of K.
additional term? any gap 2-207(2)
fillers. (2-
305 to 2-315)

Did offer
Are both parties merchants? expressly Has offeror Does add
Defined in U.C.C. § 2-104 limit accept to objected to term
terms of offer add term in materially
2-207 (2)(a) reason time? alter the K? 2-
2-207(2)(c) 207 (2) (b)

Add term part


of K, if offeror
explicitly agree Add
to it, otherwise term
it is a sep offer. doesn’t
become
part of
K.

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