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    This document outlines the process for determining whether a contract is formed under UCC § 2-207 in situations involving an exchange of forms with differing or additional terms. It presents a decision tree analyzing whether the acceptance or confirmation contains terms differing from or adding to the original offer or agreement, whether the acceptance was expressly conditional on assent to new terms, and whether the parties' conduct recognizes an agreement in determining what terms are included in the resulting contract.

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    This document outlines the process for determining whether a contract is formed under UCC § 2-207 in situations involving an exchange of forms with differing or additional terms. It presents a decision tree analyzing whether the acceptance or confirmation contains terms differing from or adding to the original offer or agreement, whether the acceptance was expressly conditional on assent to new terms, and whether the parties' conduct recognizes an agreement in determining what terms are included in the resulting contract.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as pdf or txt
    169 views1 page

    2-207 Chart

    Uploaded by

    laura_armstrong_10
    This document outlines the process for determining whether a contract is formed under UCC § 2-207 in situations involving an exchange of forms with differing or additional terms. It presents a decision tree analyzing whether the acceptance or confirmation contains terms differing from or adding to the original offer or agreement, whether the acceptance was expressly conditional on assent to new terms, and whether the parties' conduct recognizes an agreement in determining what terms are included in the resulting contract.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
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    The Battle of the Forms Under UCC 2-207

    Was there an exchange of written offer and acceptance or a written confirmation of a prior oral agreement?

    NO YES
    Does the acceptance/confirmation state terms that differ from or add to the offer/prior agreement?

    No contract under 2-207(1)

    NO
    2-207(1) = contract

    YES
    Is acceptance of the offer expressly conditional on the offeror's assent to additional or different terms?

    Does the conduct of the parties "recognize the existence of an agreement"?

    NO NO
    Contract consists of agreed terms
    2-207(1) = contract

    YES
    2-207(3) = contract

    YES
    2-207(1) = counter-offer

    2-207(3) = no contract

    Contract consists of agreed terms plus UCC "gap fillers"

    (1) agreed terms are included (2) different terms are "knocked out"

    Did the offeror expressly assent?

    NO
    Are both parties merchants?
    Does the conduct of the parties "recognize the existence of an agreement"?

    YES
    Contract consists of agreed terms

    NO
    (3) additional terms are merely proposals to modifiy

    YES
    (3) additional terms are included unless (a) the offer was expressly limited to its terms (b) the additional term materially alters the contract (c) the offeror gives notice of its objection

    Keith A. Rowley, 2004

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