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    UCC Flow Chart

    Uploaded by

    AGreen
    UCC 2-207 governs contracts formed between merchants where the acceptance or confirmation contains additional or different terms from the original offer. Under 2-207(1), these additional terms become part of the contract unless they materially alter it or the offer limits acceptance to its terms. If the acceptance is expressly conditional on consent to the new terms, it is a counteroffer rather than an acceptance. For acceptances, conflicting terms are resolved by the "knockout rule" which disregards both terms and uses UCC defaults, or by allowing the offer term to remain while disregarding the different reply term. The flowchart outlines the steps for analyzing acceptance vs counteroffer and resolving different terms under UCC 2-207

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    UCC Flow Chart

    Uploaded by

    AGreen
    93 views2 pages
    UCC 2-207 governs contracts formed between merchants where the acceptance or confirmation contains additional or different terms from the original offer. Under 2-207(1), these additional terms become part of the contract unless they materially alter it or the offer limits acceptance to its terms. If the acceptance is expressly conditional on consent to the new terms, it is a counteroffer rather than an acceptance. For acceptances, conflicting terms are resolved by the "knockout rule" which disregards both terms and uses UCC defaults, or by allowing the offer term to remain while disregarding the different reply term. The flowchart outlines the steps for analyzing acceptance vs counteroffer and resolving different terms under UCC 2-207

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    UCC 2-207 governs contracts formed between merchants where the acceptance or confirmation contains additional or different terms from the original offer. Under 2-207(1), these additional terms become part of the contract unless they materially alter it or the offer limits acceptance to its terms. If the acceptance is expressly conditional on consent to the new terms, it is a counteroffer rather than an acceptance. For acceptances, conflicting terms are resolved by the "knockout rule" which disregards both terms and uses UCC defaults, or by allowing the offer term to remain while disregarding the different reply term. The flowchart outlines the steps for analyzing acceptance vs counteroffer and resolving different terms under UCC 2-207

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    93 views2 pages

    UCC Flow Chart

    Uploaded by

    AGreen
    UCC 2-207 governs contracts formed between merchants where the acceptance or confirmation contains additional or different terms from the original offer. Under 2-207(1), these additional terms become part of the contract unless they materially alter it or the offer limits acceptance to its terms. If the acceptance is expressly conditional on consent to the new terms, it is a counteroffer rather than an acceptance. For acceptances, conflicting terms are resolved by the "knockout rule" which disregards both terms and uses UCC defaults, or by allowing the offer term to remain while disregarding the different reply term. The flowchart outlines the steps for analyzing acceptance vs counteroffer and resolving different terms under UCC 2-207

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 2

    10/13/21, 11:03 AM OneNote

    UCC 2-207 Flow Chart 


    Monday, October 4, 2021  12:19 PM 

    Offer vs. Reply Document (Acceptance) 


     
    1) Look at doc. No. 2 
    "A definite and seasonable expression of acceptance or a written confirmation which is sent within a
    reasonable time operates as an acceptance even though it states terms additional to or different from
    those offered or agreed upon, unless acceptance is expressly made conditional on assent to the
    additional or different terms 
     
    2) Look at doc. No. 1 (if no. 2 is acceptance) 
    "The additional terms are to be construed as proposals for addition to the contract. Between merchants
    such terms become part of the contract unless: 
    • The offer expressly limits acceptance to the terms of the offer 
    • They materially alter it (hardship or surprise); or 
    • Notification of objection to them has already been given or it is give within a reasonable time after
    notice of them is received  
     
    *if not between two merchants, the additional merchants, the term will not go in 
     
    3) If reply document is expressly conditioned language, it’s a counteroffer, move to 2-207 (3) 
    If you act like you're in a contract, the actual terms will be whatever you agreed on 
    —>Terms the two merchants agreed upon + any UCC default 
     
     
    Examples of expressly conditioned language 
    "seller's acceptance is expressly conditioned on Buyer's assent to the additional or different terms
    and conditions set forth below and printed on the reverse side" 
     
    NOT expressly conditioned language: 
    https://nesl-my.sharepoint.com/personal/alexandra_m_green_nesl_edu/_layouts/15/Doc.aspx?sourcedoc={e5da7078-447a-4137-9437-71cc14a52ae9}&action=edit&… 1/2
    10/13/21, 11:03 AM OneNote
    "This is an acceptance only if the additional terms 
     
     
     
    Additional term: when reply document puts in something new that was not remotely in offer 
     
    Different term: when reply document puts in something that conflicts with a term that was in the offer 
     
     
    When there are different terms: knockout or dropout (if acceptance) 
    Go to 2-207(1) to find out acceptance or counteroffer 
    If it's an acceptance, Skip 2-207(2) 
     
    Either drop both terms and use default terms (knockout rule), or drop the reply term and use offer
    version 
     
    Opposite of mirror image and last shot doctrine 
     
     
     
    Different term e.g. 
     
    Offer:                                              Acceptance: 
    Same price term                            same price term 
     
     
    Diff term: red                               diff term blue 
     
     
    Solution:  
    2-207 (1) If acceptance, don’t use 2-207 (2),  either knockout rule and use the UCC default, or the FIRST
    red term of the offer will go in (term in the reply will drop out, leaving offering term as the governing
    term) 
    If a counter-offer, go to 2-207 (3) 
    *not last-shot doctrine* 
     
     
     
    Battle of the forms, "boiler forms", something additional or different in terms of reply document, trying
    to find out if new terms go into the contracts—use UCC 2-207 
     
     
     
     
     
    Counter-offer in classical common law (SERVICES, NOT GOODS) 
     
     
    Mirror image/last shot 
     
    In common law for services, use last shot doctrine for counteroffer, reply doctrine goes in the contract 
     
    You can accept by conduct (Princess case) 
     
    Mirror image rule: anything that does not mirror offer is a counteroffer 
     
     
     
    Intent to be bound UCC 2-204, Restatement §27 
     
    Open Price term UCC 2-305 (In common law, open price term= no contract) 
     
    Illusory promises, if within someone's discretion to decide whether or not to be bound 
    Doesn't destroy, you can still accept by performance, converts a bilateral contract into a unilateral 

    https://nesl-my.sharepoint.com/personal/alexandra_m_green_nesl_edu/_layouts/15/Doc.aspx?sourcedoc={e5da7078-447a-4137-9437-71cc14a52ae9}&action=edit&… 2/2

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