OFFER

1
UCC 2-207-Battle of the Forms
OFFER
ACCEPTANCE
NO ACCEPTANCE
Seasonable Definite Expression of
Acceptance With Different or Additional Terms
COUNTER OFFER
REJECTION
2-207(2)
2-207(1)
NOT BETWEEN MERCHANTS
BETWEEN MERCHANTS

• Expressly Conditional Response
• Needs to have clear language
• Not a Seasonable Response
• Party waited too long
• Not a Definite Expression

NO K FORMED
Additional/Different Terms do NOT come in
UNLESS Expressly Consented to

• Additional Terms, Come In Unless
• Offer Expressly Limits Acceptance to its terms.
• Terms Materially Alter Offer
• See Comments 4 5 in book
• Generally a term will materially alter the K
• Reasonable Notice of Objection Given

No Acceptance or Performance
Clear Manifest of acceptance by Offeror
No acceptance but performance (conduct)

• Different Terms-Three Approaches
• Different terms in acceptance are disregarded,
  terms of offer remain
• Fall out rule
• Conflicting terms in offer accept. cancel each
  other out
• knock-out rule
• UCC Gap Fillers Apply
• Treat like additional terms above
• Means they will probably fall out, because they
  materially alter the term
• Or because notice of objective has already been
  given by presence of
• conflicting terms in the offer.

NO K
K on Offerees Term

• K under 2-207(3)
• Terms that agree come in
• UCC Gap Fillers for the rest

• Written Confirmation (after an oral K)
• If both parties send written Confirmations, K
  includes
• Orally agreed upon terms
• Terms in agreement in confirmations (diff. terms
  are knocked out)
• UCC Gap Fillers
• If only one confirmation sent, or additional
  terms
• Use 2-207(2) analysis for additional terms

Examples of Express Conditional language any
additional/different terms are expressly objected
to